Rio Verde Minerals Corp.

Rio Verde Minerals Corp.

April 05, 2011 15:36 ET

Rio Verde Minerals Announces Arrangement Agreement with Talon Metals and EM Resources

TORONTO, ONTARIO--(Marketwire - April 5, 2011) - Rio Verde Minerals Corp. ("Rio Verde" or the "Company"), a privately-held company, is pleased to announce that it has entered into a definitive arrangement agreement for the previously announced reverse take-over (the "Transaction") by the Company of EM Resources Inc. ("EM"), a non-listed Ontario reporting issuer. Pursuant to the Transaction, Rio Verde shareholders will receive one post-consolidation share of EM in exchange for each ordinary share of Rio Verde held. As part of the Transaction, Talon Metals Corp. ("Talon"), the Company's principal shareholder, plans to distribution most of the 25.6 million shares of Rio Verde that it currently owns to its shareholders on a pro rata basis, which shares will also be exchanged for shares of EM. The number of Rio Verde shares to be distributed by Talon to its shareholders will be finalized prior to the parties completing the Transaction, which the Company expects to occur in the second quarter of 2011. The Transaction is expected to be completed by way of statutory plan of arrangement under the BVI Business Companies Act, 2004. The completion of the Transaction will be subject to, among other things, EM effecting a continuance of its jurisdiction of incorporation to the British Virgin Islands, EM consolidating its issued and outstanding common shares on a one-for-two basis and the parties obtaining all necessary shareholder, court and regulatory approvals.

"We are pleased to take this step towards becoming a public company, a step that will bring liquidity and value to our shareholders," says Rio Verde President & CEO Stephen Keith.

The parties will be seeking an interim and final order from the Eastern Caribbean Supreme Court (British Virgin Islands) to approve the Transaction. Talon will also be seeking shareholder approval of the Transaction at its upcoming annual and special shareholders' meeting scheduled for May 24, 2011.

About Rio Verde

Rio Verde Minerals Corp. is a private company concentrating on the exploration and development of fertilizer projects in Brazil. The Company is focused on becoming the leading Brazilian fertilizer mining and development player, by selecting prime assets that are near infrastructure, with known mineralization, in regions without significant social or environmental issues. Rio Verde plans to fast-track the best projects to development to create stakeholder value. Rio Verde intends to complete a "going-public" transaction by applying to list its shares on a recognized exchange in Canada.

Rio Verde holds one potash project and a portfolio of phosphate projects in Brazil. Potash and phosphate fertilizers have favourable supply and demand dynamics, and Rio Verde has a significant cost advantage by being based in Brazil, a country that imports about 90% and 50% of its potash and phosphate needs respectively. Rio Verde intends to fast-track potash exploration to establish a Canadian National Instrument 43-101 resource estimate in 2011.

About Talon

Talon is a TSX-listed company focused on the acquisition, exploration and development of iron ore and other mineral resource projects. The Company has a well-qualified exploration and management team with extensive experience in exploration and project management.

Talon has a treasury of approximately CDN$8 million and holds 985,830 common shares in Brazilian Gold Corporation (TSX VENTURE:BGC) and 500,000 common shares in Lago Dourado Minerals Ltd. (TSX VENTURE:LDM). Talon also holds 19 million shares in Tlou Energy Limited and 25.6 million shares in Rio Verde Minerals, both unlisted companies.

Talon has 80,272,437 common shares outstanding and 88,081,437 shares on a fully diluted basis.

Forward-Looking Statements

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 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 potash and phosphate, changes to regulations affecting the Company's activities, including tax and trade laws and policies; delays in obtaining or failures to obtain required regulatory permits and approvals from government authorities; delays in commencing the Company's proposed drilling program, exploration costs varying significantly from estimates; uncertainties relating to the availability and costs of financing needed to complete exploration activities and demonstrate the feasibility of the Company's projects; the success of future exploration and development initiatives; and other risks involved in the mineral exploration and development industry. 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 statement

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