Riverstone Resources Inc.

Riverstone Resources Inc.

September 26, 2011 17:06 ET

Riverstone Resources Inc. Files Early Warning Report

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Sept. 26, 2011) - Riverstone Resources Inc. (TSX VENTURE:RVS)(OTCQX:RVREF)(PINK SHEETS:RVREF)(FRANKFURT:3RV) ("Riverstone") advises, pursuant to the early warning requirements of securities laws, that it has entered into a letter agreement with Roxgold Inc. ("Roxgold") dated September 21, 2011 (the "Letter Agreement") entitling it to acquire beneficial ownership of 16,000,000 common shares (the "Shares") of Roxgold, subject to certain conditions. The Shares are being issued in partial consideration for the sale of Riverstone's interest in its Yaramoko, Bissa West and Solna projects in Burkina Faso, West Africa. As provided for in the Letter Agreement, Riverstone will receive consideration of approximately $33.5 million for the sale of the Projects, consisting of $17 million in cash and $16.4 million in Shares, valued at $1.03 per share, based on the closing price of Roxgold common shares on September 20, 2011.

Prior to the transaction, Riverstone had beneficial ownership of 980,000 common shares of Roxgold. The Shares would represent approximately 17.8% of Roxgold's issued and outstanding common shares on issuance, calculated on a non-diluted basis assuming that no outstanding convertible securities of Roxgold were exercised.

After giving effect to the acquisition of the Shares, Riverstone would have beneficial ownership of 16,980,000 common shares of Roxgold, which would represent approximately 18.89% of Roxgold's issued and outstanding common shares, calculated on a non-diluted basis assuming that no outstanding convertible securities of Roxgold were exercised.

The Offeror will acquire the Shares for investment purposes and, while it does not presently intend to make further investments in Roxgold, it may decide to increase or decrease its shareholdings of Roxgold in future.

A copy of the Early Warning Report being filed with the applicable securities regulators regarding the transaction will be available on SEDAR (www.sedar.com) and may be obtained by contacting Riverstone as follows:

Riverstone Resources Inc.
1125 - 595 Howe Street
Vancouver, BC V6C 2T5
Telephone: 604-801-5020
Attention: President and CEO

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.

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