Northwestern Enterprises Ltd.

July 21, 2016 16:38 ET

Northwestern Enterprises Ltd. Announces Agreement to Acquire Ordinary Shares of Rio Novo Gold Inc.

ROAD TOWN, BRITISH VIRGIN ISLANDS--(Marketwired - July 21, 2016) - Northwestern Enterprises Ltd. ("Northwestern"), a company beneficially owned by Paulo Carlos de Brito ("Brito"), announces that on July 21, 2016, it entered into binding agreements with two separate sellers to acquire ownership of an aggregate of 95,480,414 ordinary shares ("Ordinary Shares") of Rio Novo Gold Inc. ("Rio Novo"). The 95,480,414 Ordinary Shares (the "Purchased Shares") will be purchased by Northwestern in private transactions at a price of $0.092 per share on or before August 22, 2016, subject to customary closing conditions.

The Purchased Shares represent approximately 63.03% of the issued and outstanding Ordinary Shares (based upon the 151,482,253 Ordinary Shares stated to be issued and outstanding by Rio Novo).

In addition, concurrently with the completion of the acquisition of the Purchased Shares, Brito intends to cause an aggregate of 3,557,000 Ordinary Shares to be transferred from Sercor Ltd. ("Sercor") to Northwestern, representing approximately 2.35% of the issued and outstanding Ordinary Shares. Both Sercor and Northwestern are entities owned and controlled by Brito, and such transfer will be effected without change in beneficial ownership of the applicable Ordinary Shares.

After giving effect to the acquisition of the Purchased Shares and the transfer of Ordinary Shares from Sercor, Northwestern will hold an aggregate of 99,037,414 Ordinary Shares representing approximately 65.4% of the issued and outstanding Ordinary Shares.

The entering into of the private agreement to acquire the Purchased Shares was completed as part of Northwestern's ongoing review of its investment holdings and to permit it to acquire a significant ownership position in Rio Novo. In connection with the increase in its position in Rio Novo, Northwestern intends to propose nominees for the board of directors of Rio Novo and to cause such nominees to be elected or appointed in accordance with applicable law, and to engage in dialogue with management and the board of directors of Rio Novo regarding strategic options available to the company.

For additional information, or to obtain a copy of the report required pursuant to the early warning reporting requirements, please contact:
Paulo Carlos de Brito
Telephone: +5511 2164-7345
Northwestern Enterprises Ltd.
Morgan & Morgan Building
Pasea Estate, Road Town
Tortola, British Virgin Islands

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