Ria Closes Shares for Debt and Convertible Debenture Transaction

CALGARY, ALBERTA--(Marketwire - Feb. 10, 2011) - 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.

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.
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