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Riverstone Resources Inc. (TSXV: RVS, Frankfurt: 3RV) announces that it has entered into an agreement according to which the International Finance Corporation ("IFC") will have the right, on a non-brokered private placement basis, to purchase 8.25 million units ("Units") of the Company at a price of C$0.24 per Unit for gross proceeds of C$1,980,000. The price of C$0.24 is based on a 15 day Volume Weighted Average Price of Riverstone on the TSX as at September 23rd, 2008. Each Unit will consist of one common share of the Company and one non-transferable share purchase warrant. Each share purchase warrant will be exercisable to purchase one additional common share of the Company for a period of 36 months from the date of issue at a price of C$0.42 per share. Upon completion of the placement, and assuming no other issuance of securities by the Company, IFC would hold approximately 14.52% of the issued and outstanding shares of the Company. The net proceeds of the private placement will be used to provide working capital for the Company and funds for further exploration of the Company's gold projects in Burkina Faso.
"We are extremely pleased that this highly-regarded international financial organization has chosen to support Riverstone and its gold exploration activities in Burkina Faso," said M. D. McInnis, President of Riverstone. "Together with our arrangements with Teck Cominco Limited (see news releases dated April 19, 2008 and June 10, 2008) this financing will provide Riverstone with a strong cash position to advance our key projects in Burkina Faso and also to evaluate acquisition opportunities that may arise in this uncertain market".
IFC, a member of the World Bank Group, fosters sustainable economic growth in developing countries by supporting private sector development, mobilizing private capital, and providing advisory and risk mitigation services to businesses and governments. IFC is actively engaged in Burkina Faso, a country which according to the World Bank/IFC 2009 Doing Business Report continues to make improvements to its business environment. For further information on IFC see www.ifc.org
In connection with and subject to completion of the proposed private placement, Riverstone has also agreed to grant to IFC the right to participate in future equity financings by the Company to maintain its pro rata interest.
The private placement is subject to regulatory and IFC board approvals, amongst others, and agreed documentation. The IFC board approval process is expected to take approximately 45 to 60 days. Securities issued pursuant to the private placement will be subject to a hold period of four months and one day from the closing date.
This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. persons unless registered under the U.S. Securities Act and applicable state securities laws or exemptions from such registration requirements are available.
Riverstone Resources Inc. is active in gold exploration in Burkina Faso, West Africa, where the company holds an extensive portfolio of high quality exploration permits covering 3,500 square kilometres. For further information about the company and its activities, please refer to the company's website at
www.riverstoneresources.com and under the Company's profile at
www.sedar.com.
"Michael D. McInnis"
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Michael D. McInnis, P.Eng., CEO & President