Riverside Resources Inc.
TSX VENTURE : RRI
OTC PINK : RVSDF
FRANKFURT : R99

Riverside Resources Inc.

December 21, 2015 08:00 ET

Riverside Amends Agreement With Croesus Gold Corp. for Sugarloaf Peak Gold Project, Arizona, USA

VANCOUVER, BRITISH COLUMBIA--(Marketwired - Dec. 21, 2015) - Riverside Resources Inc. ("Riverside" or the "Company") (TSX VENTURE:RRI)(OTC PINK:RVSDF)(FRANKFURT:R99), is pleased to announce that it has amended its option agreement (the "Option Agreement") with Croesus Gold Corp. ("Croesus"), with the amending agreement (the "Amendment") effective December 18, 2015. Riverside has agreed to amend the terms of the Option Agreement in order for Croesus to satisfy its funding obligations in full by cash payments to Riverside of an aggregate of $750,000 CAD and the issuance of at least 6,000,000 common shares in the capital of Croesus. Once the cash and share payments are completed (see table below), Croesus will earn an undivided 100% interest in the Sugarloaf Peak Gold Project (the "Project") with Riverside retaining a 2% net smelter returns ("NSR") royalty.

Cash and Share Payment Schedule

Date Cash Payment Share Issuance Notes
October 12, 2014 $ 25,000 1,000,000 (paid)
December 17, 2014 $ 25,000 1,000,000 (paid)
December 18, 2015 (Amendment Date) $ 400,000 4,000,000 (paid)
June 18, 2016 $ 50,000
December 18, 2016 $ 50,000 500,000*
June 18, 2017 $ 100,000
December 18, 2017 $ 100,000
Total $ 750,000 6,500,000

*Share issuance not required if Croesus has completed all required cash payments are paid on or prior to the date that is twelve (12) months following the Amendment Date

Riverside's President and CEO, John-Mark Staude, stated: "We are pleased to reach a win-win amendment with Croesus. Riverside's cash position has increased to well over $3.5M and the revised deal fits Riverside's business approach of partnering on properties while maintaining a royalty and major equity position in its partner companies. Riverside and its shareholders have solid upside exposure on future project or partner success with limited downside risk."

Additional Agreement Details:

Croesus is a private company and, as per the Option Agreement, additional share payments are due to Riverside in the event Croesus has not completed a public listing within 18 months of the Amendment Date. Riverside and Croesus have agreed to a minimum value for Riverside's common shares in Croesus once a public listing is achieved, and Croesus shall issue additional share payments to Riverside to compensate for any shortfall.

For a period of 30 months from the Amendment date, if Croesus sells, assigns, transfers or otherwise disposes of the Project to a third party for valuable consideration (a "Property Sale"), Croesus shall pay to Riverside a percentage of the proceeds. Riverside will retain a 2% NSR. Croesus will have the right to purchase one-half of the Production Royalty (equivalent to 1% of Net Smelter Returns) for $5,500,000, exercisable at any time on or before the fourth anniversary of the NSR Agreement date.

For further Agreement details please refer to the Company's SEDAR filings.

For more information about the Sugarloaf Peak Gold Project: http://ow.ly/W5LvG

About Riverside Resources Inc.:

Riverside is a well-funded prospect generation team of focused, proactive gold discoverers. The Company currently has well over $3,500,000 in the treasury and approximately 37,000,000 shares outstanding. The Company's model of growth through partnerships and exploration uses the prospect generation business approach to own assets and resources, while partners share in de-risking projects on route to discovery and development. Riverside has additional properties available for option with more information available on the Company's website at www.rivres.com.

ON BEHALF OF RIVERSIDE RESOURCES INC.,

Dr. John-Mark Staude, President & CEO

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Contact Information