Riverstone Receives Notice of Due Diligence and Financing
June 10, 2008
Riverstone Resources Inc. ("Riverstone" or the "Company") (TSXV:RVS, Frankfurt:3RV) is pleased to announce satisfaction of the due diligence condition to the previously announced Memorandum of Understanding ("MOU") between Teck Cominco Limited ("Teck Cominco") and Riverstone in respect of Riverstone's Liguidi Property, Burkina Faso (see news release dated April 29, 2008). As a result Teck Cominco will subscribe for 1.75 million units of Riverstone on a private placement basis at a price of $0.60 per unit, representing the first tranche of the previously announced 3.5 million unit private placement ("Placement"). Each unit will comprise one share and one share purchase warrant exercisable for a period of two years from the date of issue to acquire one additional common share at a price of $1.20. The second tranche of the Placement will be completed upon transfer of the licence into Riverstone's Burkinab� subsidiary. Riverstone is obliged to spend a minimum of 25% of the Placement proceeds on an initial work program on the Liguidi property within 12 months of the initial Placement tranche.
Following the results of the initial work program, Teck Cominco will be entitled to elect to acquire an initial 35% interest in the Liguidi property by exercising sufficient share purchase warrants to provide Riverstone with at least $2 million for general corporate purposes and by incurring an aggregate of $4 million in expenditures over 3 years, including not less than $750,000 in year one of the option period.
After acquiring a 35% interest in the property, Teck Cominco will have the right to acquire a further 16% interest in the property (for an aggregate 51%) by funding an additional $4 million in expenditures on the property on or before the fifth anniversary of the option.
After earning a 51% interest or, if Teck Cominco elects to cease sole funding, after earning a 35% interest, the property will be explored and developed as a corporate joint venture with each party contributing its pro rata share of expenditures. A party whose interest in the joint venture falls below 10% due to dilution caused by failure to fund its pro rata share of expenditures, shall have its interest converted to a 5% net profits royalty.
After the private placement is completed, Teck Cominco will have a right to participate in future equity financings of Riverstone on the same terms as arm's length investors to maintain its percentage shareholdings in Riverstone on a non-diluted basis until the earlier of termination of the MOU or formation of a joint venture.
Riverstone has earned an 80% interest in the Liguidi property from Orex Ressources SARL, a Burkinab� private company, and holds its interest through a joint venture company. Recent work at Liguidi has resulted in the discovery of several anomalous rock boulder zones up to 1 km in length within a 13 km gold-in-soils geochemical anomaly (see news release dated February 11, 2008).
ON BEHALF OF THE BOARD "Michael D. McInnis" ______________________________________ 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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The TSX Venture Exchange does not accept responsibility for the adequacy or the accuracy of this release.
Certain statements made and information contained in this news release and elsewhere constitutes "forward-looking information" within the meaning of Canadian securities acts. Forward-looking statements are subject to a variety of risks and uncertainties which could cause actual events or results to differ from those reflected in the forward-looking statements, including, without limitation, risks and uncertainties relating to the various milestones, and the work to be performed and elections to be made under the MOU. There is no assurance that Teck Cominco will proceed to exercise its option or that work on the property will result in the delineation of an economic resource. Mineral exploration is inherently risky, title disputes and defects can arise or be discovered, estimation of mineral resources, the geology, grade and continuity of mineral deposit involve subjective determinations and assumptions that may prove incorrect and may result in material variations ,. Other risks include the risk that exploration, development results will not be consistent with the Company's expectations, accidents, equipment breakdowns, risk of delay or unexpected costs in obtaining surface access, labour disputes, the potential for delays in exploration activities, the potential for unexpected costs and expenses, commodity price fluctuations, currency fluctuations, failure to obtain adequate financing on a timely basis and other risks and uncertainties, including those described under Risk Factors in each management discussion and analysis of the Company filed on SEDAR. In addition, forward-looking information is based on various assumptions including, without limitation, the expectations and beliefs of management, the assumed long term price of gold, that the Company will receive required permits, approvals for transfers and access to surface rights, that the Company can access financing, appropriate equipment and sufficient labour and that the political environment within Burkina Faso will continue to support the development of environmentally safe mining projects. Should one or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in forward-looking statements. Accordingly, readers are advised not to place undue reliance on forward-looking statements.
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