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

Rio Novo Gold Inc.

September 09, 2013 17:30 ET

Rio Novo Gold Announces Non-Brokered Private Placement and Conversion of Promissory Note

TORONTO, ONTARIO--(Marketwired - Sept. 9, 2013) -

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Rio Novo Gold Inc. (TSX:RN)(TSX:RN.WT) ("Rio Novo" or the "Company) is pleased to announce that it has completed a private placement of 5,821,195 ordinary shares at a price of C$0.045 per share for aggregate gross proceeds of approximately C$262,000 (the "Private Placement") with Zoneplan Ltd. ("Zoneplan"), a private Brazilian controlling shareholder of the Company. The Company has received all necessary regulatory approvals, including the approval of the Toronto Stock Exchange. Zoneplan is not permitted to trade the purchased shares for a period of four months plus one day from the closing of the Private Placement.

Conversion of Promissory Note

As previously announced in the Company's second quarter 2013 Management and Discussion Analysis, the Company has entered into a promissory note (the "Promissory Note") with Zoneplan pursuant to which Zoneplan agreed to lend to the Company US$250,000. The Promissory Note has since been amended and restated to permit the conversion of the note into ordinary shares of the Company at any time at the option of the holder. Zoneplan has elected to convert the Promissory Note and on September 9, 2013, the Company issued an aggregate of 5,555,555 ordinary shares to Zoneplan in satisfaction of the Company's obligation under the Promissory Note.

Rio Novo intends to use the proceeds of the Private Placement and Promissory Note for general working capital purposes.

A material change report in connection with these transactions will be filed less than 21 days before the closing of the Private Placement and the conversion of the Promissory Note. This shorter period is reasonable and necessary in the circumstances as the Company wished to complete the offering in a timely manner.

About Rio Novo

Rio Novo is focused on the acquisition, exploration and development of gold properties in Brazil and Colombia. The Company has Measured & Indicated resources of 1,191,252 oz and 1,464,831 Inferred oz of gold at two projects in Brazil (Almas and Matupá Gold Projects) and one in Colombia (Tolda Fria Gold Project).

The Company's goal is to become a producer of gold by bringing the Almas Gold Project, located in the State of Tocantins in Brazil, into production. Almas Project enjoys both established infrastructure, main grid hydropower in a proven and mining friendly jurisdiction and is permitted for construction.

This press release contains forward-looking statements. All statements, other than of historical fact, that address activities, events or developments that the Company believes, expects or anticipates will or may occur in the future (including, without limitation, statements regarding the estimation of mineral resources, exploration results, potential mineralization, potential mineral resources and mineral reserves) are forward-looking statements. Forward-looking statements are often identifiable by the use of words such as "anticipate", "believe", "plan", may", "could", "would", "might" or "will", "estimates", "expect", "intend", "budget", "scheduled", "forecasts" and similar expressions or variations (including negative variations) of such words and phrases. Forward-looking statements are subject to a number of risks and uncertainties, many of which differ materially from those discussed in the forward-looking statements. Factors that could cause actual results or events to differ materially from current expectations include, among other things, without limitation, failure to establish estimated mineral resources, the possibility that future exploration results will not be consistent with the Company's expectations, the price of gold and other risks identified in the Company's most recent annual information form filed with the Canadian securities regulatory authorities on SEDAR.com. Any forward-looking statement speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking statements.

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