Rio Verde Minerals Corp.

Rio Verde Minerals Corp.

June 29, 2011 06:00 ET

Rio Verde Minerals Announces Closing of CAD$10.8 Million Financing and BVI Court Hearing

TORONTO, ONTARIO--(Marketwire - June 29, 2011) -

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

Rio Verde Minerals Corp. ("Rio Verde" or the "Company", unlisted), a privately held company, is pleased to announce it has closed a financing (the "Financing") for approximate gross proceeds of CAD$10.8 million. The Financing was a brokered private placement of subscription receipts (the "Subscription Receipts") at a price of CAD$0.65 per Subscription Receipt. Each Subscription Receipt is exchangeable according to its terms for one ordinary share of the Company ("ordinary shares") and one ordinary share purchase warrant ("warrant") upon the satisfaction of certain escrow release conditions. Each warrant shall entitle the holder thereof to acquire one ordinary share for 60 months at an exercise price of CAD$0.85. This Financing is in addition to the CAD$10 million raised in a private equity placement in December 2010, for a total of CAD$20.8 million raised by Rio Verde since inception.

The Subscription Receipts are governed by the terms of a subscription receipt indenture (the "Indenture") entered into by Rio Verde at closing. Following the conversion of the Subscription Receipts into ordinary shares and warrants of the Company upon the satisfaction of the escrow release conditions specified in the Indenture, Rio Verde will have 74,416,177 ordinary shares and 16,600,000 warrants issued and outstanding. The net proceeds of the Financing will be used for working capital, to cover costs associated with the Company's proposed Arrangement with EM Resources (see below), and to execute the exploration program at Rio Verde's Sergipe Potash Project and selected phosphate projects.

The offering was completed by a syndicate of agents, led by GMP Securities L.P. and including Salman Partners Inc., Wellington West Capital Markets Inc., Canaccord Genuity Corp., and Stonecap Securities Inc.

Stephen Keith, CEO, states: "We are very pleased with the closing of this transaction, especially in these market conditions. The Company is now able to focus its efforts on the exploration and development of its key Brazilian potash and phosphate projects, delivering value to its shareholders. The Sergipe Potash Project is a truly exciting prospect that we hope to take to a preliminary resource within the coming year."

British Virgin Islands Court Hearing

A hearing before the Eastern Caribbean Supreme Court (Virgin Islands) (the "Court Hearing") will be held on July 8, 2011, to approve the plan of arrangement (the "Arrangement") involving Rio Verde, EM Resources Inc. ("EM Resources"), EM Subco (BVI) Inc. and Talon Metals Corp., which was previously announced in the April 5, 2011, Press Release (see: April 5, 2011, "Rio Verde Minerals Announces Arrangement Agreement with Talon Metals and EM Resources", Press Release). The completion of the Arrangement is conditional on final court approval, TSX conditional listing approval and certain other closing conditions. Subject to satisfaction of the foregoing conditions, Rio Verde currently anticipates completing the Arrangement in July 2011.

This Court Hearing follows the June 6, 2011, shareholder meeting, where 100% of votes were cast in favour of the Arrangement. A total of 33 shareholders holding 42,846,177 ordinary shares, or 74.11% of all shares issued and outstanding, voted either in person or by proxy at the meeting.

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.

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.

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 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 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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