Riverstone Resources Inc.

Riverstone Resources Inc.

April 11, 2006 15:58 ET

Riverstone Announces C$2.4 Million Private Placement

VANCOUVER, BRITISH COLUMBIA--(CCNMatthews - April 11, 2006) -


Riverstone Resources Inc. ("Riverstone" or the "Company") (TSX VENTURE:RVS) announces that it has entered into an agreement with Paradigm Capital Inc. (the "Agent") for a best efforts private placement to raise up to C$2.4 million in gross proceeds (the "Offering"). The Closing Date is expected to be on or about May 9, 2006.

The Company will issue up to 6,000,000 units ("Units") at an issue price of $0.40 per Unit. Each Unit will consist of one common share and one-half of one share purchase warrant ("Warrant"). Each whole Warrant will entitle the holder to purchase one additional common share for a period of eighteen months from the Closing Date at a price of C$0.55. At the election of the Agent at any time prior to 5:00 p.m. on the day immediately prior to the closing of the Offering, the Offering may be increased by up to an additional C$600,000 to raise a maximum of C$3,000,000.

The Agent will receive a cash commission equal to 6.5% of the gross proceeds from the Offering. The Agent will also be granted Compensation Options to purchase common shares of the Company equal in number to 7% of the number of Units sold. Each Compensation Option will entitle the Agent to purchase one common share at an exercise price equal to the issue price for a period of eighteen months from the Closing Date.

Shares issued pursuant to the Offering, which is subject to regulatory approval, will be subject to a hold period of four months and one day from the Closing Date. The net proceeds of the private placement will be used to provide working capital for the Company and funds for further exploration of Riverstone's gold projects in Burkina Faso. Further information on the Company is available at the Company's website at www.riverstoneresources.com and on www.sedar.com.

On behalf of the Board,

Michael D. McInnis, P.Eng., CEO & President

The TSX Venture Exchange does not accept responsibility for the adequacy or the accuracy of this release.

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