CALGARY, Feb. 4, 2013 /CNW/ – RIA Resources Corp. (TSXV: RIA) (“RIA” or
the “Corporation”) is pleased to announced that it has entered into a
non-binding letter of intent (“LOI”) dated February 1, 2013 with Qwest
Investment Management Corp. (“Qwest”) regarding the proposed
acquisition by a fund to be formed by Qwest (the “Qwest Contrarian
Fund”) to acquire all of the shares of RIA (“RIA Shares”) by way of a
plan of arrangement (the “Arrangement”). Subject to legal and tax
advice, the Qwest Contrarian Fund is to be established as a “mutual
fund trust” under the Income Tax Act. The Qwest Contrarian Fund’s
investment objectives will be to invest in and acquire junior oil and
gas companies and other oil and gas assets. The proposed acquisition
of RIA will be the first acquisition of the Qwest Contrarian Fund.

Subject to tax advice, the Units proposed to be issued by Qwest
Contrarian Fund under the Arrangement will have the following features:

• Units shall be issued in series with each series redeemable by the Qwest
  Contrarian Fund in 5 year terms;
• Each series of Units shall bear 8% annual interest which shall be paid
  out in Units on a semi-annual basis in arrears; and
• The Units will not be listed on any market or exchange.

It is proposed that the Qwest Contrarian Fund will, upon completion of
the Arrangement, be initially funded by way of a private placement (the
“Seed Round Private Placement”) of not less than $500,000 at $10/Unit.
All Units issued under the Arrangement to RIA shareholders shall be of
the same series of the Units held by the Initial Unit holders.

Pursuant to the terms of the LOI, it is proposed that the Qwest
Contrarian Fund will acquire, directly or indirectly, all of the
outstanding RIA Shares, including RIA Shares which may be issued in
connection with currently granted or issued stock options (the “Stock
Options”) and other equity based compensation securities of RIA, if
any, on the basis that the RIA shareholder will receive, subject to the
parties reaching a definitive agreement, 0.014 of a Unit for each RIA
Share held (the “Exchange Ratio”). The final Exchange Ratio shall be
determined on the basis of the NAV of RIA’s oil and gas assets set
forth in an independently prepared engineering report, a valuation of
tax pools, and the value of Units set in the Seed Round Private
Placement.

As at the date hereof there are not more than 23,684,045 RIA Shares
issued and outstanding; 880,000 Stock Options; 1,300,000 common share
purchase warrants (the “Warrants”) and a debenture convertible into
1,704,348 RIA Shares, all as more fully detailed within RIA’s July 31,
2012 Financial Statements. Stock Options with an exercise price of
less than $0.14 shall be cancelled, as part of the plan of arrangement,
in exchange for 0.004 of a Unit to a maximum of 3,550 Units. In
addition it is proposed that on or before the closing date of the
Arrangement, the Warrants shall be cancelled and the outstanding debt
of $963,000 and accrued interest thereon owing by RIA to Chinook
Financial Ltd. shall, subject to applicable TSX Venture Exchange
approval, be converted into RIA Shares at $0.10 per share. Immediately
prior to closing of the Arrangement, there will be 35,018,393 RIA
Shares issued and outstanding on a fully diluted basis comprised as
follows:

	RIA Shares
Current issued and outstanding RIA Shares:	23,684,045
RIA Shares issued upon conversion of the Debenture:	1,704,348
RIA Shares issued upon conversion of outstanding debt of $963,000:	9,630,000
Total:	35,018,393

Upon completion of the Arrangement, RIA shareholders will hold Units of
the Qwest Contrarian Fund which will not trade on the TSX Venture
Exchange or any other stock exchange.

The parties have agreed in the LOI to cooperate in structuring the
proposed transaction in the most efficient and practicable structure
possible for the benefit of RIA and the Qwest Contrarian Fund, acting
reasonably, including in a manner that would accommodate a
reorganization and having regard to the various tax, corporate,
securities law and accounting considerations. In the event that RIA and
Qwest agree that the proposed transaction is to be carried out other
than by way of a plan of arrangement, the terms and conditions of the
LOI shall apply with appropriate modifications.

The LOI establishes that the parties shall enter into a definitive
agreement for the proposed transaction by February 15, 2013. RIA
intends to issue a press release disclosing the final terms of any
definitive agreement entered into with Qwest with respect to the
proposed Arrangement promptly upon execution of the same.

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

Forward Looking Statements

Certain statements contained in this news release constitute
forward-looking statements. These statements relate to future events
contemplated under the LOI. All statements other than statements of
historical fact are forward-looking statements. The use of any of the words ”anticipate”, ”plan”, ”contemplate”, ”continue”,
”estimate”, ”expect”, ”intend”, ”propose”, ”might”, ”may”,
”will”, ”shall”, ”project”, ”should”, ”could”, ”would”,
”believe”, ”predict”, ”forecast”, ”pursue”, ”potential” and
”capable” and similar expressions are intended to identify forward-looking
statements. These statements involve known and unknown risks,
uncertainties and other factors that may cause actual results or events
to differ materially from those anticipated in such forward-looking
statements. Although RIA believes these statements to be reasonable, no
assurance can be given that these expectations will prove to be correct
and such forward-looking statements included in this news release
should not be unduly relied upon. Such statements include the closing
of the proposed Arrangement on the terms and conditions set out above
and the anticipated timing for stated events. Actual results could
differ materially from those anticipated in these forward-looking
statements as a result of the proposed Arrangement not closing when planned, closing on the
terms and conditions set out above, or if a closing occurs at all; the
failure of RIA to obtain the necessary regulatory, shareholder and
other third party approvals required in order to proceed with the
proposed Arrangement; the failure of the parties to reach a definitive
agreement for the proposed Arrangement, regulatory decisions,
competitive factors in the industries in which RIA and Qwest operate,
prevailing economic conditions; and other factors, many of which are
beyond the control of RIA and Qwest. The forward-looking statements contained in this news
release represent RIA’s expectations as of the date hereof, and are
subject to change after such date. RIA disclaims any intention or
obligation to update or revise any forward-looking statements whether
as a result of new information, future events or otherwise, except as
may be required by applicable securities regulations.

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.

SOURCE RIA Resources Corp.