CALGARY,
May 28, 2013 /CNW/ - RIA Resources
Corp. (TSXV: RIA) ("RIA") announces that it has entered into
a shares for debt agreement with Chinook Financial Ltd., a
non-arm's length party, to settle $380,000 of debt through the issuance of
3,800,000 common shares in the capital of RIA ("Common
Shares") at a deemed price of $0.10 per share (the "Transaction").
The completion of the Transaction is a pre-condition to the
completion of the previously announced Amended and Restated
Arrangement Agreement ("Arrangement Agreement") between RIA
and Qwest Diversified Capital Corp. ("QDCC"), pursuant to
which RIA and QDCC will amalgamate (the "Arrangement").
The Common Shares proposed to be issued under
the Transaction will be subject to a four month hold period from
the date of issuance in accordance with applicable securities laws.
The issuance of Common Shares as contemplated in the Transaction is
subject to the prior approval of the TSX Venture Exchange (the
"Exchange").
Chinook Financial Ltd. currently holds, directly
and indirectly 1,449,450 common shares representing 6.12% of the
issued and outstanding Common Shares. Assuming the issuance
of the 3,800,000 Common Shares on completion of the Transaction,
Chinook Financial Ltd. will own or control, directly or indirectly,
5,249,450 Common Shares or approximately 19.10% of RIA's
outstanding Common Shares.
RIA is relying on exemptions from the
requirements of Multilateral Instrument 61-101 - Protection of
Minority Security holders in Special Transactions, as adopted
by TSXV Exchange Policy 5.9.
A material change report in respect of this
Transaction will not be filed at least 21 days in advance of the
anticipated date for closing of Transaction. RIA believes a shorter
period between this disclosure and the closing of the Transaction
is reasonable and necessary because the completion of the
Arrangement is conditional upon completion of the Transaction and
the Transaction was disclosed in the Information Circular dated
May 2, 2013 and mailed to
shareholders on May 10, 2013.
About RIA
RIA is a company listed and trading on the TSX Venture Exchange,
symbol: RIA. RIA's principal business is the exploration,
development and production of oil, natural gas and associated
liquids in Western Canada,
principally in the Province of Alberta.
Neither the TSX Venture Exchange nor its Regulation
Services Provider (as the term is defined in the Policies of the
TSX Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
SOURCE Ria Resources Corp.