Rio Verde Minerals Corp.

Rio Verde Minerals Corp.

January 31, 2011 12:00 ET

Rio Verde Minerals Announces LOI on Reverse-Takeover Transaction

TORONTO, ONTARIO--(Marketwire - Jan. 31, 2011) - Rio Verde Minerals Corp. ("Rio Verde" or the "Company", unlisted), a privately held company, is pleased to announce that it has entered into a letter of intent ("LOI") dated January 17, 2011, with EM Resources Inc. ("EM"), a non-listed Ontario reporting issuer, pursuant to which Rio Verde will amalgamate with EM, conditional upon receipt of all regulatory and shareholder approvals and the negotiation and execution of a definitive agreement (the "Definitive Agreement") between the parties, among other conditions.

Pursuant to the amalgamation, all of the outstanding common shares of EM will be exchanged on a 2:1 basis for common shares of the amalgamated company ("Amalco") and all outstanding common shares of Rio Verde will be exchanged on a 1:1 basis for common shares of Amalco. As of the date hereof, EM has 1,900,000 common shares outstanding and Rio Verde has 57,316,177 common shares outstanding. Based on the current issued capital of Rio Verde and EM, upon completion of the amalgamation, the existing shareholders of Rio Verde will, in the aggregate, hold approximately 98% of the issued and outstanding common shares of Amalco and the existing shareholders of EM will hold approximately 1.7%, or 1,010,000 shares, which include 60,000 shares on the exercise of warrants post-consolidation. This acquisition of EM Resources will facilitate the plans of Rio Verde to list its common shares in a recognized stock exchange through a going-public transaction aimed to be completed in the spring of 2011.

Holders of options to purchase Rio Verde Shares ("Rio Verde Options") shall receive options to purchase Amalco Shares ("Amalco Options") on the same terms and conditions after adjustment for the foregoing exchange ratios. Holders of common share purchase warrants in the capital of EM shall receive common share purchase warrants in the capital of Amalco (an "Amalco Warrant") on the same terms and conditions after adjustment for the foregoing exchange ratios.

As a condition of closing, Rio Verde shall have a working capital of no less than $7,500,000, not including the costs of completing the transaction (including, but not limited to, all regulatory and professional fees, expenses and disbursements incurred by, for, or on behalf of Rio Verde).

The board of directors of Amalco shall consist of such members as determined by Rio Verde. An information circular with further details regarding the transaction will be filed on www.sedar.com for a joint shareholder meeting of Rio Verde and EM to be called to approve the transaction.

The closing will occur at such time and place as Rio Verde and EM mutually agree, provided that in no event shall the closing occur later than April 30, 2011. Completion of the transaction is subject to a number of conditions, including but not limited to, receipt of all applicable regulatory approval and shareholder approval. There can be no assurance that the transaction can be completed as proposed or at all.

About Rio Verde

Rio Verde Minerals Corp. is a private company concentrating on the exploration and development of fertilizer projects in Brazil and is focused on becoming the leading Brazilian fertilizer mining and development company. Selecting 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 through the listing of 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% to 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 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.

No stock exchange, securities commission or other regulatory authority has reviewed or approved the contents of this news release or the merits of the proposed transaction.

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