Rio Novo Gold Inc.

Rio Novo Gold Inc.

March 19, 2010 08:52 ET

Rio Novo Gold Announces Exercise of Over-Allotment Option

TORONTO, ONTARIO--(Marketwire - March 19, 2010) -


Rio Novo Gold Inc. (TSX:RN)(TSX:RN.WT) ("Rio Novo" or the "Company") is pleased to announce that it has completed the sale of an additional 3,750,000 units ("Units") at a price of C$1.60 per Unit pursuant to the exercise of the over-allotment option granted in connection with the initial public offering ("IPO") of Rio Novo completed on March 8, 2010. Each Unit consists of one ordinary share of Rio Novo and one-half of one ordinary share purchase warrant. One whole warrant entitles the holder thereof to acquire one ordinary share of Rio Novo at an exercise price of $2.25 with an expiration date of March 8, 2015.

The exercise of the over-allotment option brings the total proceeds raised by the IPO to C$46,000,000. The net proceeds of the offering will be used to execute exploration programs and other studies on both the Almas Gold Project and the Guarantã Gold Project with the goal of advancing the projects to the preliminary economic assessment stage within 12 months from the closing of the offering.

Subsequent to the exercise of the over-allotment option, Rio Novo has 90,750,000 ordinary shares and 14,375,000 warrants issued and outstanding. The shares and warrants trade on the Toronto Stock Exchange under the symbols RN and RN.WT, respectively.

The initial public offering was underwritten by a syndicate led by BMO Capital Markets and GMP Securities L.P., and included RBC Dominion Securities Ltd., Canaccord Financial Ltd., Macquarie Capital Markets Canada Ltd., TD Securities Inc., Cormark Securities Inc., MGI Securities Inc., and Salman Partners Inc.

About Rio Novo

Rio Novo is currently focused on the acquisition, exploration and development of gold mineral resource properties in Brazil. The Company's goal is to become a producer of gold in the short term by bringing into production its two current Brazilian properties, the Almas Gold Project, located in Tocantins State, and the Guarantã Gold Project, located in Mato Grosso State. Both projects enjoy established infrastructure in mining friendly jurisdictions. In addition to exploring and developing the district-sized plays Almas Gold Project (18 km strike) and the Guarantã Gold Project (45 km2), the Company intends to identify, explore, develop or acquire additional precious metals properties in Brazil and other proven mineral jurisdictions in South America.

The securities referred to in this press release have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or applicable state securities laws, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (as such term is defined in Regulation S under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration requirements is available. This press release does not constitute an offer to sell or a solicitation of an offer to buy any of these securities within in jurisdiction, including the United States.

This press release contains "forward-looking information" (also referred to as "forward-looking statements") which may include, but is not limited to, statements with respect to the future financial or operating performance of the Company and its projects, the future price of gold or other metal prices, the estimation of mineral resources, the realization of mineral resource estimates, the timing and amount of estimated future production, costs of production, capital, operating and exploration expenditures, costs and timing of the development of new deposits, costs and timing of future exploration and/or exploitation, requirements for additional capital, government regulation of mining operations, environmental risks, reclamation expenses, title disputes or claims, limitations of insurance coverage and the timing and possible outcome of regulatory matters, and that reflects management's expectations regarding the Company's future growth, results of operations, performance and business prospects and opportunities. Often, but not necessarily always, the use of words such as "anticipate", "believe", "plan", "estimates", "expect", "intend", "budget", "scheduled", "forecasts" and similar expressions have been used to identify these forward-looking statements or variations (including negative variations) of such words and phrases, or statements that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. These statements reflect management's current beliefs and are based on information currently available to management. Except for statements of historical fact relating to the Company, information contained herein constitutes forward-looking statements, including any information as to the Company's strategy, plans or financial or operating performance. Forward-looking statements involve significant risks, uncertainties and assumptions and other factors that may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Important factors that could cause actual results to differ from these forward-looking statements include risks related to failure to define mineral resources, to convert estimated mineral resources to reserves, the grade and recovery of ore which is mined varying from estimates, future prices of gold and other commodities, capital and operating costs varying significantly from estimates, political risks arising from operating in Brazil, uncertainties relating to the availability and costs and availability of financing needed in the future, changes in equity markets, inflation, changes in exchange rates, fluctuations in commodity prices, delays in the development of projects, conclusions of economic evaluations, changes in project parameters as plans continue to be refined, uninsured risks and other risks involved in the mineral exploration and development industry. Although the forward-looking statements contained in this press release are based upon what management believes to be reasonable assumptions, the Company cannot assure prospective purchasers that actual results will be consistent with these forward-looking statements. These forward-looking statements are made as of the date of this press release, and the Company assumes no obligation to update or revise them to reflect new events or circumstances except as required by applicable law. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. . For additional information with respect to risks, uncertainties and assumptions, please also refer to the "Risk Factors" section of our most recent prospectus filed with the Canadian securities regulatory authorities on

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