Riverstone Resources Inc.
TSX VENTURE : RVS
FRANKFURT : 3RV

Riverstone Resources Inc.

May 09, 2011 16:12 ET

Riverstone Resources Inc. Announces Equity Financing

VANCOUVER, BRITISH COLUMBIA--(Marketwire - May 9, 2011) -

NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S. NEWSWIRE SERVICES

Riverstone Resources Inc. ("Riverstone" or the "Company") (TSX VENTURE:RVS)(FRANKFURT:3RV) is pleased to announce that it has filed a preliminary short form prospectus in connection with a proposed overnight marketed public offering (the "Offering") of common shares in the capital of the Company ("Common Shares") in the Provinces of British Columbia, Alberta and Ontario. The Offering will be conducted through a syndicate of underwriters led by Mackie Research Capital Corporation (the "Underwriters"). The Company will also grant the Underwriters an over-allotment option to purchase up to that number of additional Common Shares equal to 15% of the Common Shares sold pursuant to the Offering, exercisable in whole or in part at any time up to 30 days from the closing of the Offering.

The Offering will be priced in the context of the market, and is expected to raise gross proceeds of approximately $15 million. The Company intends to use the net proceeds from the Offering among other things to fund drill programs on its Karma Project in Burkina Faso, for general and administrative expenses and for general working capital.

The Offering is scheduled to close on or about May 26, 2011 and is subject to certain conditions including without limitation the receipt of all necessary approvals including the approval of the TSX Venture Exchange and the applicable securities regulatory authorities.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state of the United States in which such offer, solicitation or sale would be unlawful. The securities have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.

ON BEHALF OF THE BOARD

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

This news release includes certain forward-looking statements or forward-looking information (together, "forward-looking statements"). All statements other than statements of historical fact included in this news release, including without limitation statements regarding the expected timing and completion of financings, the intended use of proceeds and other future plans and objectives of the Company are forward-looking statements that involve various certain risks and uncertainties. In certain cases, forward-looking statements can be identified by the use of words such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved". Forward-looking statements involve numerous assumptions, known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company's plans or expectations include availability of capital and financing, general economic, market or business conditions, regulatory changes, timeliness of government or regulatory approvals, risks inherent in the mineral exploration and production industry, and other risks detailed herein and in the preliminary prospectus and from time to time in the filings made by the Company with applicable securities regulators. The Company expressly disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as otherwise required by applicable securities legislation.

Neither 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