Richview Resources Inc.
TSX VENTURE : RVR

Richview Resources Inc.

March 23, 2006 16:05 ET

Richview Resources Inc.: Press Release

TORONTO, ONTARIO--(CCNMatthews - March 23, 2006) - Richview Resources Inc. ("Richview") (TSX VENTURE:RVR) announced today certain amendments to the company's stock option plan and the issuance of stock options and share compensation.

Amendment to Stock Option Plan and Issuance of Options

Richview's board of directors has approved a resolution to amend the company's stock option plan to increase the number of common shares issuable pursuant to the plan from 4,000,000 to 10,000,000 common shares. The 10,000,000 common shares issuable pursuant to the amended stock option plan represent approximately 15.7% of the company's currently issued and outstanding common shares. The amendment to the plan is subject to approval by the TSX Venture Exchange and a majority of the company's disinterested shareholders at the next meeting of shareholders.

Richview has also granted 2,900,000 incentive stock options under the amended stock option plan to certain directors and one consultant. Each option entitles the holder to acquire one common share at a price of $0.40 per share. The options are exercisable for a period of five years and are subject to certain vesting provisions which provide for 50% of the options to vest upon approval of the amended stock option plan by the company's shareholders and the TSX Venture Exchange and an additional 12.5% every subsequent four months until all of the options have vested. The granting of the options is subject to regulatory acceptance of applicable filings.

The company has now granted a total of 8,150,000 incentive stock options, all of which are currently outstanding. Until such time as the proposed amendment to the company's stock option plan is approved by the TSX Venture Exchange and the company's shareholders, no more than 4,000,000 common shares may be issued upon exercise of any outstanding stock options.

Share Compensation

The board of directors has approved, subject to ratification by a majority of the company's disinterested shareholders at the next meeting of shareholders, and subject to the approval of the TSX Venture Exchange, the following issuances of common shares of the company in lieu of cash payments:

1. 450,000 common shares to two non-executive members of the board and one former member of the board at an issue price of $0.35 per share, or an aggregate value of $157,500, in consideration for past services to the company; and

2. 150,000 common shares at an issue price of $0.35 per share, or an aggregate value of $52,500, to a company controlled by Richview's Chief Executive Officer. The shares are to be issued pursuant to the terms of the CEO's employment agreement with the company signed in August 2005.

All shares issued will be subject to a four month hold period from the date of issuance.

This press release includes certain "Forward-Looking Statements" within the meaning of the US Private Securities Reform Act of 1995. Other than statements of historical fact, all statements are "Forward-Looking Statements" that involve such various known and unknown risks, uncertainties and other factors. There can be no assurance that such statements will prove accurate. Results and future events could differ materially from those anticipated in such statements. Readers of this press release are cautioned not to place undue reliance on these "Forward-Looking Statements". All dollar amounts are Canadian dollars unless otherwise noted.

Issued Capital: 63,777,350 Common Shares.

Neither the TSX Venture Exchange, nor any other securities regulatory authority has approved or disapproved of the contents of this news release.

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