Ria Resources Corp. ("RIA" or the "Company") (TSX VENTURE:RIA) announces that it
has closed its previously announced transaction (the "Transaction") whereby an
arm's length third party (the "Lender") has agreed to lend the Company the
principal sum of $306,303.35 (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 "Secured Debenture"). As
part of the Transaction: (i) the Lender received an assignment of the security
originally granted to Canadian Phoenix Resources Corp. in conjunction with the
Secured Debenture; (ii) the Lender exchanged $140,000 of the Principal for
common shares ("Common Shares") of the Company at a price of $0.10 per Common
Share for an aggregate of 1,400,000 Common Shares (the "Shares for Debt
Exchange"); and (iii) the parties amended the terms of the Secured Debenture
such that the remaining portion of the Principal, in the amount of $166,303.35,
may be converted into Common Shares of the Company (the "Convertible Debenture")
as described below.


The Convertible Debenture bears interest at the rate of twelve percent (12%) per
annum, payable annually on October 30th, with the first interest payment
commencing on October 30, 2011. Subject to regulatory approval, 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 has a term of five
(5) years with a maturity date of October 30, 2015 (the "Maturity Date"). The
Convertible Debenture is 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 may, at its option, convert the
Convertible Debenture at the Conversion Price.


The Common Shares issued pursuant to the Shares for Debt Exchange and the
Convertible Debenture are subject to a four month hold period under applicable
Canadian securities laws.


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

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