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Rio Silver Inc. ("Rio Silver" or the "Company") (TSX.V: RYO) (OTC: RYOOF), announces that it has completed a definitive agreement (the "Option Agreement") with Magma Silver Corp. (TSX.V: MGMA) ("Magma Silver") for the sale (the "Transaction") of the Niñobamba Au-Ag property ("Niñobamba" or the "Project").
Under the terms of the Option Agreement, Magma Silver has the right to earn a 100% interest in the Project upon full exercise of the option. The Option Agreement requires Magma Silver to make payments of an aggregate CAD$260,000, of which CAD$160,000 of that amount has been paid. Magma Silver will make further milestone payments of up to US$2,000,000, US$500,000 of which will constitute advanced royalty payments and will be paid over the next five years, deductible from the net smelter return royalty of 2% granted to Rio Silver. Magma Silver retains the right to buy back 1% of the NSR for US$1,000,000 at any time prior to commercial production on the Project. The Option Agreement also requires Magma Silver to issue to Rio Silver a total of 2,500,000 common shares of Magma Silver upon receipt of regulatory approval, and a further 2,500,000 common shares on the first anniversary of the approval date.
Rio Silver also announces its intention to consolidate (the "Consolidation") its common shares on a one-new-for-five-old basis subject to regulatory approval.
Upon completion of the Consolidation, it is intended that the 99,832,844 common shares of Rio Silver currently issued and outstanding will be reduced to approximately 19,966,569 common shares. No fractional shares will be issued under the Consolidation. Each fractional share following the Consolidation that is less than one-half of a share will be cancelled, and each fractional share that is at least one-half of a share will be rounded up to the nearest whole share. As applicable, the exercise or conversion price and the number of shares issuable under any of the company's outstanding stock options and convertible instruments will be proportionately adjusted upon the completion of the Consolidation. A letter of transmittal will be sent to registered shareholders providing instructions to surrender the certificates evidencing their shares for replacement certificates representing the number of post-Consolidation shares to which they are entitled as a result of the Consolidation. Until surrendered, each certificate representing shares prior to the Consolidation will be deemed, for all purposes, to represent the number of shares to which the holder thereof is entitled as a result of the Consolidation.
The Consolidation remains subject to the acceptance of the TSX Venture Exchange (the "Exchange"), and the pre-consolidated shares will continue to be traded on the Exchange under the current trading symbol RYO. Upon acceptance by the Exchange, the Company's trading symbol will remain the same, but the CUSIP number and international securities identification number will change upon the completion of the Consolidation.
This Transaction and Consolidation will allows the Company to focus on the express development of its newly-acquired Maria Norte high grade silver exploration / exploitation project in the dynamic Huachacolpa Mining district, south central Peru where recent M&A activity is changing the investment landscape.
About Rio Silver Inc.
Rio Silver is a Canadian exploration and development company with an large per cent of insider, friends and family ownership, focused on Peru. Rio Silver continues to review precious and base metal properties in Peru while maintaining its interest in its Ontario Gerow Lake, critical metals project. This Transaction enables the Company to complete certain planned acquisitions that bring significant potential for near-term, cash flowing, production allowing the Company to leverage other similar opportunities, going forward, in a non-dilutive shareholder friendly way.
ON BEHALF OF THE BOARD OF DIRECTORS OF Rio Silver INC.
Christopher Verrico
Director, President and Chief Executive Officer
Neither the TSX Venture Exchange nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this release.
For further information,
Christopher Verrico, President, CEO
Tel: (604) 762-4448
Email: chris.verrico@riosilverinc.com
Website: www.riosilverinc.com
This news release includes forward-looking statements that are subject to risks and uncertainties. All statements within, other than statements of historical fact, are to be considered forward looking. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in forward-looking statements. Factors that could cause actual results to differ materially from those in forward-looking statements include market prices, exploitation and exploration successes, continued availability of capital and financing, and general economic, market or business conditions. There can be no assurances that such statements will prove accurate and, therefore, readers are advised to rely on their own evaluation of such uncertainties. We do not assume any obligation to update any forward-looking statements except as required by applicable laws.
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