Ria Resources Corp. ("RIA" or the "Company") (TSX VENTURE:RIA) wishes to
announce that RIA has entered into an agreement whereby an arm's length third
party (the "Lender") has agreed to lend the Company the principal sum of
$306,303 (the "Principal") effective October 31, 2010 by way of the Lender
purchasing the existing debt of the Company owing to Canadian Phoenix Resources
Corp. under a secured debenture (the "Transaction"). As part of the proposed
Transaction, the Lender: (i) shall receive an assignment of the security
originally granted to Canadian Phoenix Resources Corp. in conjunction with the
secured debenture; (ii) has agreed that $140,000 of the Principal shall
immediately be exchanged for common shares ("Common Shares") of the Company at a
price of $0.10 per Common Share (the "Shares for Debt Exchange"); and (iii) has
agreed that the secured debenture shall be amended such that remaining portion
of the Principal shall be convertible into Common Shares of the Company (the
"Convertible Debenture").


The Convertible Debenture will bear interest at the rate of twelve per cent
(12%) per annum, payable annually on October 30th, with the first interest
payment commencing on October 30, 2011. The Company may pay all or any portion
of the interest by the issuance of Common Shares ("Interest Shares") of the
Company. The Convertible Debenture will have a term of five (5) years with a
maturity date of October 30, 2015 (the "Maturity Date"). The Convertible
Debenture will be convertible at the Lender's option into Common Shares any time
prior to the Maturity Date at a conversion price (the "Conversion Price") of
$0.115 per Common Share. Should the Common Shares of the Company trade at or
above $0.50 per Common Share for a period of twenty (20) days at any time prior
to the Maturity Date, the Company can force the Lender to convert the
Convertible Debenture at a the Conversion Price.


Completion of the Transaction, Shares for Debt Exchange, Convertible Debenture
and Interest Shares are all subject to the approval of the TSX Venture Exchange.


Ria is a company listed and trading on the TSX Venture Exchange, symbol: RIA.

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