CALGARY, Feb. 24, 2012 /CNW/ - Ria Resources Corp. ("RIA" or the "Corporation") announces that National Bank of Canada ("National Bank") has assigned RIA's outstanding $750,000 loan (the "Loan") to Chinook Financial Ltd. ("Chinook"). National Bank has also assigned all security agreements relating to the Loan to Chinook. As a condition to agreeing to assume the Loan, Chinook entered into a Loan Assumption and Amending Agreement (the "Assumption Agreement") with RIA. Under the terms of the Assumption Agreement, RIA agreed, among other things, to: (i) increase the interest rate of the Loan from 7.5% per annum to 8.0% per annum; and (ii) extend the term of the Loan to five (5) years. In addition, RIA agreed, subject to regulatory approval, to issue 1,300,000 common share purchase warrants (the "Warrants") to Chinook as a bonus. Each whole Warrant is exercisable into one common share of RIA at $0.20 per share. The Warrants will have a term of five (5) years (subject to earlier termination in accordance with TSX Venture Exchange Policy 5.1).
The Assumption Agreement (and the issue of the bonus to Chinook thereunder) constitutes a related party transaction as a director of the Corporation also owns and controls Chinook. The Assumption Agreement was approved by disinterested directors of RIA. The Corporation relies on certain exemptions from formal valuation requirements and minority approval requirement under MI 61-101 - Protection of Minority Security Holders in Special Transactions with respect to this transaction.
RIA is a company listed and trading on the TSX Venture Exchange, symbol: RIA.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
For further information:
Chief Financial Officer
RIA Resources Corp.
Telephone No. (403) 510-0844