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

Riverside Resources Inc.

May 05, 2011 17:04 ET

Riverside Resources Inc.: Acquisition of Choice Gold Shares

VANCOUVER, BRITISH COLUMBIA--(Marketwire - May 5, 2011) - Riverside Resources Inc. ("Riverside") (TSX VENTURE:RRI)(PINK SHEETS:RVSDF)(FRANKFURT:R99) announces that it has acquired ownership of and control over 8,600,000 common shares of Choice Gold Corp. ("Choice Gold"), representing approximately 21% of the issued and outstanding common shares of Choice Gold. Riverside did not previously own any common shares of Choice Gold.

The shares were acquired by Riverside pursuant to Choice Gold's partial exercise of its option to acquire the Sugarloaf Peak property, Arizona, optioned by Choice Gold from Riverside under an Option Agreement dated March 16, 2011 (the "Option Agreement"). Accordingly, at this time the consideration offered by Riverside and comprising the purchase price for the 8,600,000 common shares of Choice Gold was Riverside's grant of the option under the Option Agreement. If the option is eventually exercised by Choice Gold, the 8,600,000 common shares will have been issued for a consideration equivalent to the percentage value that they represent of the total value of the payments and expenditures required to exercise the option, as a function of the value of the Sugarloaf Peak property acquired. The 8,600,000 common shares were issued by Choice Gold at a deemed price of $0.15 per share.

Under the Option Agreement, an additional 5,000,000 common shares are required to be issued by Choice Gold to Riverside, in addition to other payments and expenditure requirements, in order to exercise the option in full. In addition, additional shares of Choice Gold may be issued to Riverside pursuant to Choice Gold's exercise of an Acceleration Option that permits Choice Gold to exercise the option at an earlier date than would otherwise be the case. Included in the payment required to exercise the Acceleration Option is $2,000,000 in common shares of Choice Gold to be issued at a price based on a formula contained in the agreement. Otherwise, Riverside has no specific intention to acquire ownership of, or control over, additional securities of Choice Gold. Riverside may, depending on market and other conditions, increase or decrease its beneficial ownership of Choice Gold's securities, whether in the open market, by privately negotiated agreements or otherwise, subject to a number of factors, including general market conditions and other available investment and business opportunities.

There are no agreements with respect to the securities of Choice Gold entered into by Riverside or any joint actors, other than the Option Agreement. In addition to granting to Choice Gold an option to acquire the Sugarloaf Peak property, the Option Agreement provides that Choice Gold may, and in certain circumstances is required to, exercise the Acceleration Option as described in the foregoing, for Choice Gold common shares having a value of $2,000,000. The Option Agreement also provides that if Riverside wishes to sell its shares of Choice Gold acquired under the Option Agreement, it must first offer them to Choice Gold on the terms set out in the agreement. It also provides a right of first refusal for Riverside to participate in future common share financings conducted by Choice Gold to the extent necessary to permit Riverside to maintain a 19% shareholding in Choice Gold. The Option Agreement contains other terms and conditions typical in mineral property option agreements.

This press release is issued pursuant to Multilateral Instrument 62-104, which also requires a report to be filed with the B.C., Alberta and Ontario Securities Commissions containing additional information with respect to the foregoing matters (the "Report").

To obtain a copy of the Report or for further information concerning this announcement, please contact Jeff Dare at (778) 327-6671.

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

  • Riverside Resources Inc.
    Jeff Dare
    (778) 327-6671
    (778) 327-6675 (FAX)
    www.rivres.com