RIA Resources announces shares for debt transaction

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.