Spin-Out of Capitan Mining Approved at Riverside Resources AGM

Vancouver, British Columbia--(Newsfile Corp. - April 1, 2020) - Riverside Resources Inc. (TSXV: RRI) (OTCQB: RVSDF) (FSE: R99) ("Riverside" or the "Company"), is pleased to announce that, further to its press release dated February 25, 2020, it has received requisite shareholder approval for the spin-out of the Peñoles Project to its shareholders by way of a share capital reorganization effected through a statutory plan of arrangement (the "Arrangement") at the Company's AGM. Riverside shareholders will receive one new common share of Riverside and 0.2767 of a Capitan share (see press release, February 25, 2020).

The Peñoles Gold-Silver Project contains a 2,290 hectare land package with multiple targets located in Durango, Mexico and has an established 43-101 inferred mineral resource estimate (Technical Report filed on SEDAR):

• 300,000 oz Au and 15,000,000 oz Ag at the Jesus Maria and El Capitan Targets
• All reported resources are within 125 metres from surface 
  • Open in multiple directions 
  • Approximately 86 diamond drill holes and over 11,000 metres of drilling
• Drill highlights include:
  • JM DDH 14-10: 4.25 m at 732.24 g/t Ag & 1.2 g/t Au
  • JM DDH 14-24: 7.15 m at 988.43 g/t Ag & 1.24 g/t Au 

The approval for the spin-out was obtained at the annual and special meeting of Riverside's shareholders held on March 31, 2020 (the "Meeting"), where shareholders voted 97% in favour of the Arrangement. In addition, all other matters that were put before shareholders at the Meeting were approved. In particular, Riverside is pleased to announce the re-election of John-Mark Staude, Brian Groves, James Clare, Carol Ellis, and Walter Henry to its board of directors, the reappointment of Davidson & Company LLP as Riverside's auditor for the ensuing year, the re-approval of Riverside's stock option plan, and the approval of a rolling 10% stock option plan for Riverside's wholly-owned subsidiary Capitan Mining Inc. ("Capitan"). 

Riverside's President and CEO, John-Mark Staude, stated: "As CEO of Riverside it is great to see Capitan Mining with our leader Alberto Orozco move forward from Riverside and unlock value for shareholders We appreciate the efforts of the team in the current times of COVID as we continue to create shareholder value."

As previously announced, pursuant to the Arrangement, Riverside will distribute the common shares of Capitan to Riverside's shareholders. Once the Arrangement becomes effective, Riverside shareholders will own shares in two public companies: Capitan, which will focus on the development of the Peñoles Project, and Riverside, which will continue to generate prospective mineral properties.

Capitan's President and CEO, Alberto Orozco, stated: "I am delighted to see Capitan Mining progressing and we look forward to working within the market conditions and as a solid team to develop the Peñoles district in the most efficient and successful ways for all stakeholders."

Riverside's application to the Supreme Court of British Columbia (the "Court") to obtain the final order approving the Arrangement will be held on April 2, 2020 as previously scheduled. Any Riverside security holders wishing to attend the Court hearing should contact the Company at the address below. Details regarding the anticipated date that the Arrangement will become effective will be provided at a later date.

For further information, Riverside shareholders should refer to Riverside's management information circular dated February 25, 2020, a copy of which is available under Riverside's profile on SEDAR at www.sedar.com, which more fully sets forth the terms of the Arrangement. Riverside shareholders can also contact the Company at the address below if they require any additional information. 

Riverside is in a strong financial position with over $2M in cash, no debt and marketable securities in other junior gold-silver companies. The Company has adjusted current work programs to conform with current COVID-19 government guidelines in Canada and Mexico with the teams working largely remotely (see press release, March 19, 2020). The Company's technical team is updating reports on projects and forwarding discussions with prospective partners, as securing new joint-venture partnerships remains a key focus for the Company during 2020. 

Incentive Stock Options Granted:

On March 27, 2020 the Company granted 150,000 incentive stock options the ("Options") to certain Consultants of the Company. The Options are exercisable at $0.16 per share for a period of 5 years from the date of the grant. Options granted to individuals in their capacity as Consultants vest in 4 equal instalments over 12 months. The Options were granted pursuant to the Company's shareholder-approved stock option plan and are subject to the policies of the TSX Venture Exchange and any applicable regulatory hold periods. 

 

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