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Riverside Resources Inc. ("Riverside" or the "Company") (TSX-V: RRI) (OTCQB: RVSDF) (FSE: 5YY0), is pleased to announce that it has entered into an option agreement (the "Option Agreement") with 1575540 B.C. Ltd., a private British Columbia company (the "Optionee"), pursuant to which the Optionee may acquire a 100% interest in Riverside's Revel carbonatite rare earth element (REE) project located approximately 20 kilometres from the community of Seymour Arm, north of Revelstoke, in southeastern British Columbia (the "Revel Project" or the "Project") with Riverside retaining a 3% NSR if the option is completed and if not the project returns 100% to Riverside.
"Securing this option agreement for Revel is an excellent step forward for Riverside's REE portfolio and we can immediately move forward with a high resolution geophysical survey of the project with partner funding to refine and expand the targets," said John-Mark Staude, President and CEO of Riverside Resources. "The agreement brings dedicated funding to advance the 12-kilometre-long Revel carbonatite REE system while allowing our team to remain involved in the program and building value across our broader portfolio of British Columbia and Mexico projects. By retaining a 3% NSR, Riverside preserves meaningful long-term exposure to the discovery and development potential of the Revel Project."
Terms of the Option Agreement
Under the terms of the Option Agreement, the Optionee may acquire a 100% interest in the Revel Project by making aggregate cash payments to Riverside totalling $450,000 and incurring aggregate exploration expenditures on the Project totalling up to $2,200,000 in each case in accordance with the milestone schedule set out below and over a 5-year option period commencing on February 18, 2026 as the effective date of the Option Agreement.
Milestone Cash Payments and Exploration Expenditures
| Milestone | Cash Payments to Riverside | Exploration Spend Required | ||
| Signing Option Agreement | $40,000(1) | N/A | ||
| On or before the 1st Anniversary of the Effective Date | $60,000 | $150,000(1) | ||
| On or before the 2nd Anniversary of the Effective Date | $50,000 | $350,000 | ||
| On or before the 3rd Anniversary of the Effective Date | $50,000 | $500,000 | ||
| On or before the 4th Anniversary of the Effective Date | $100,000 | $1,200,000 or $1,000,000(2) | ||
| On or before the 5th Anniversary of the Effective Date | $150,000 | N/A | ||
| Total | $450,000 | Up to $2,200,000 | ||
- Paid $40,000 Signing Option and has Firm Commitment of $150,000 minimum exploration spending in 1st year.
- An additional $1,200,000 of Exploration Expenditures (for an aggregate of $2,200,000 in Exploration Expenditures) on or before the 4th anniversary of this Agreement in the event the price of Au is greater than $6,000 per ounce on January 1, 2029 OR an additional $1,000,000 (for an aggregate of $2,000,000 in Exploration Expenditures) in the event the price of Au is less than $6,000 per ounce on January 1, 2029.
Upon exercise of the option and acquisition of a 100% interest in the Revel Project, the Optionee will grant to Riverside a 3% net smelter returns royalty on all commercial production from the Project on the terms set out in the NSR Royalty Agreement entered into concurrently with the Option Agreement (the "Royalty Agreement"). The Royalty Agreement provides the Optionee with two buy-down rights: (i) a first right to purchase 0.5% of the NSR for US$1,000,000 at any time prior to January 1, 2033, reducing the royalty to 2.5%; and (ii) a second right, exercisable only if the first buy-down has been exercised, to purchase an additional 1.0% of the NSR for US$2,000,000 at any time prior to January 1, 2035, reducing the royalty to 1.5%.
Riverside's exploration team will continue to provide technical input and oversight on the Revel Project during the option period, with the Optionee funding programs designed to advance the Project toward drill testing of the carbonatite-style rare earth system.
About the Revel Project
The Revel Project is located approximately 20 kilometres from the community of Seymour Arm and north of Revelstoke, British Columbia, within a highly prospective carbonatite belt. The Project covers part of the Mount Grace Carbonatite, which is known to host rare earth element mineralization, and Riverside has outlined a 12-kilometre-long carbonatite-style rare earth system at Revel that remains undrilled.
The Revel claims are located on the northeast margin of the Frenchman Cap Gneiss Dome, comprising part of the Shuswap Metamorphic Terrain. The core gneisses are overlain by allochthonous cover rocks that host both extrusive and intrusive carbonatites and form part of the Monashee cover sequence. Recent exploration at Revel has included detailed mapping, spectral and geochemical sampling, and ground geophysics designed to vector toward higher-grade REE zones in advance of drill testing.
The next work will likely be airborne geophysics and field exploration work during the summer of 2026 with funding partner providing the capital for these efforts. Additional information on the Revel Project is available on Riverside's website at www.rivres.com.
Qualified Person & QA/QC:
The scientific and technical data contained in this news release pertaining to the Project was reviewed and approved by Freeman Smith, P.Geo, a non-independent qualified person to Riverside Resources Inc., who is responsible for ensuring that the information provided in this news release is accurate and who acts as a "qualified person" under National Instrument 43-101 Standards of Disclosure for Mineral Projects.
About Riverside Resources Inc.:
Riverside is a well-funded exploration company driven by value generation and discovery. The Company has a strong balance sheet, no debt and tight share structure with a strong portfolio of gold-silver, copper, and REE assets and royalties in North America. Further information about Riverside is available on the Company's website at www.rivres.com.
ON BEHALF OF Riverside Resources Inc.
"John-Mark Staude"
Dr. John-Mark Staude, President & CEO
| For additional information contact: | |
| John-Mark Staude President, CEO Riverside Resources Inc. info@rivres.com Phone: (778) 327-6671 Fax: (778) 327-6675 Web: www.rivres.com | Eric Negraeff Investor Relations Riverside Resources Inc. Phone: (778) 327-6671 TF: (877) RIV-RES1 Web: www.rivres.com |
Certain statements in this press release may be considered forward-looking information. These statements can be identified by the use of forward-looking terminology (e.g., "expect"," estimates", "intends", "anticipates", "believes", "plans"). Such information involves known and unknown risks -- including the availability of funds, the results of financing and exploration activities, the interpretation of exploration results and other geological data, or unanticipated costs and expenses and other risks identified by Riverside in its public securities filings that may cause actual events to differ materially from current expectations. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release.
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