Rio Novo Gold Inc.
TSX : RN
TSX : RN.WT

Rio Novo Gold Inc.

November 18, 2010 16:37 ET

Rio Novo Gold Announces C$40,000,000 Bought Deal Offering

TORONTO, ONTARIO--(Marketwire - Nov. 18, 2010) -

NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES.

Rio Novo Gold Inc. (TSX:RN)(TSX:RN.WT) ("Rio Novo" or the "Company") announced today that it has entered into an agreement with a syndicate of underwriters led by UBS Securities Canada Inc. and Canaccord Genuity Corp. for a bought deal public offering of 17,400,000 million ordinary shares of the Company (the "Securities") at a price of $2.30 per ordinary share. The Company has also granted to the underwriters an over-allotment option, exercisable for a period of 30 days from the date of closing of the offering, to purchase up to an additional 2,610,000 Securities at the offering price.

The gross proceeds of the offering will be approximately $40,000,000 million ($46,000,000 million if the over-allotment option is exercised in full). The Company intends to use the net proceeds of the offering for exploration work, engineering studies and for general corporate purposes.

The offering is scheduled to close on or about December 7, 2010 and is subject to certain customary terms and conditions, including normal regulatory approvals, including the approval of the Toronto Stock Exchange and the securities regulatory authorities.

The Securities will be offered by way of a short form prospectus in all of the provinces of Canada other than Quebec and in the United States on a private placement basis pursuant to exemptions from the registration requirements of the United States Securities Act of 1933, as amended, and may also be offered on a private placement basis in certain jurisdictions outside of Canada and the United States pursuant to applicable prospectus exemptions. 

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 these Securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. In Canada, the Securities may not be sold nor may offers to buy be accepted prior to the time that the final prospectus is receipted. The Securities have not been registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.

This press release contains forward-looking statements within the meaning of applicable Canadian securities laws regarding the Company and its offering arrangements, including its expectations that the offering will be successfully completed consistent with the terms outlined above. Actual results and developments may differ materially from those contemplated by these statements depending on, among others, such key factors as market conditions, global political uncertainties, investor demand and the timing and final terms of such offering. The Company disclaims any intention or obligation to update any forward-looking statement even if new information becomes available as a result of future events or for any other reason.

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