Gold Ridge Exploration Corp. Announces Proposed Change of Business Transaction With Richfield Oils Inc.

CALGARY, ALBERTA -- (Marketwire) -- 01/31/13 -- Gold Ridge Exploration Corp. (TSX VENTURE: GEA) ("Gold Ridge" or the "Corporation"), a junior mining exploration and development company listed on the TSX Venture Exchange ("TSXV") is pleased to announce that it has entered into a Letter of Intent ("Letter of Intent") effective as of January 30, 2013 with Richfield Oils Inc. ("Richfield") with respect to a proposed acquisition by the Corporation (the "Acquisition") of Richfield's interests in certain oil and gas properties located in the Chigwell area of central Alberta (the "Richfield Assets"). It is intended that the Acquisition will constitute a Change of Business Transaction ("Transaction") of the Corporation in accordance with Policy 5.2 of the TSXV.


The Proposed Acquisition

The Letter of Intent contemplates that, in exchange for the Richfield Assets, Gold Ridge shall issue to Richfield an aggregate of 3,000,000 common shares in the capital of Gold Ridge at a deemed price of $0.10 per common share for total consideration of $300,000.

The completion of the Acquisition and the Offering, as such term is defined below, are subject to the approval of the TSXV and all other necessary regulatory approvals. The completion of the Acquisition is also subject to certain other additional conditions precedent, including, but not limited to: (i) the entering into of a definitive agreement by Gold Ridge and Richfield on or before February 6, 2013 (the "Definitive Agreement"); (ii) completion of satisfactory due diligence by each of Gold Ridge and Richfield; (iii) completion of an engineering report on the Richfield Assets, which report shall be satisfactory to Gold Ridge and shall be compliant with the requirements of National Instrument 51-101 -Standards of Disclosure for Oil and Gas Activities; (iv) the approval of the Acquisition by the TSXV; (v) approval of each of Gold Ridge's and Richfield's respective board of directors; (vi) completion of the Offering; (vii) the absence of any material change or change in a material fact which might reasonably be expected to have a material adverse effect on the financial and operational conditions or the assets of each of the parties to the Definitive Agreement; and (ix) certain other conditions typical in a transaction of this nature.

Upon completion of the Transaction, the Corporation's listing status will change from that of a junior mining company to an oil and gas exploration and development company. The proposed Transaction will be at arm's length, and accordingly, will not require approval by the majority of the minority shareholders of the Corporation.

A Filing Statement in respect of the proposed Transaction will be prepared and filed in accordance with Policy 5.2 of the TSXV on SEDAR at www.sedar.com no less than 7 business days prior to the closing of the proposed Transaction. A press release will be issued once the Filing Statement has been filed as required pursuant to TSXV policies.


About the Assets

Richfield is a private company incorporated under the Business Corporations Act (Alberta) on September 26, 1980 under the name 252904 Alberta Ltd. The company changed its name to "Richfield Oils Inc." on November 1, 1996.

The Richfield Assets are located in the Chigwell area of central Alberta and are comprised of a 100% working interest in NW/4/ of Section 18, Range 41, Township 24 W4M representing 160 gross acres. A 3D seismic survey was shot in the early 1990's resulting in the drilling of two oil wells which have produced approximately 430,000 bbls of oil. The two wells were suspended in 2000 and may be re-completed and placed back on production. A National Instrument 51-101 compliant Reserve and Economic Evaluation report is being prepared and will be submitted to the TSXV for review and the detailed results will be disclosed in a subsequent press release.

The shares of Richfield are owned by Richard J. Boswell (99.9%), President of Richfield, and Anne M. Boswell (0.1%), wife of Richard J. Boswell.


Board of Directors

The Corporation's current board and management will resign upon completion of the Transaction with the exception of David Heighington. The following are brief descriptions of the proposed directors and officers that will, collectively, bear management and stewardship of the Corporation upon completion of the Transaction.


Rudy Cech - Proposed President, Chief Executive Officer, and Director

Mr. Cech graduated from the University of Mining Technology in Ostrava, Czechoslovakia with a Master of Science Degree in Mining Engineering in 1966. Mr. Cech joined Sproule Associates in Calgary in 1970 and served as a Senior Vice President-International and Director of that company until 2006. He is currently President of Adur Energy Ltd., a private consulting company and has been active on the Boards of a number of private and public oil and gas companies.


Richard Boswell - Proposed Vice President, Corporate Secretary, and Director

Mr. Boswell graduated from the University of Calgary with a Bachelor of Commerce degree and has 30 years of oil and gas industry experience. He was a co-founder and President of Crozet Exploration Ltd, a private resource company, from 1980 to 1987 and was Land Manager of its successor, Crozet Oil & Gas Ltd., from 1987 to 1989. From 1989 to 1992, Mr. Boswell was Land Manager for Hardy Oil and Gas Ltd., a private resource company. From 1992 to 1996, he was an Officer and Director of Stateside Energy Ltd., a publicly listed company. Mr. Boswell was also a founding Director of Tonka Development Ltd., a publicly listed company, from incorporation until its sale in March 2002. From March, 2006, to May, 2007. Mr. Boswell was Vice President of Land at Mirage Energy Ltd., a public resource company. From June, 2007 to Nov 30, 2010, Mr. Boswell was President and Director of Kierland Resources Ltd.


Alan Chan - Former Director of the Corporation and proposed Chief Financial Officer and Director

Mr. Chan co-founded Petrox Resources Corp., an oil and gas company listed on the TSXV. Mr. Chan holds a BS.c. in Electrical Engineering and has worked in a number of industries and held various senior technical and management positions. He has been involved in the establishment, financings, mergers, and acquisitions of a number of public companies in Canada and internationally. Mr. Chan is a director of a number of public companies listed on the TSXV.


Edwin Tam - Proposed Director

Mr. Tam co-founded Petrox Resources Corp., an oil and gas company listed on the TSXV. He has a BS.c and a MS.c, both in Mechanical Engineering and has 30 years of experience working in the western Canadian oil and gas industry. He has worked for a number of energy companies including Suncor, EnCana, Husky, and Anderson Exploration.


Private Placement

The Letter of Intent also contemplates that Gold Ridge will complete a non-brokered or brokered private placement of 4,000,000 Common Shares of the Corporation at an issue price of $0.10 per common share for aggregate gross proceeds of $400,000 (the "Offering"). The Offering shall close concurrently with the Acquisition.

The proceeds from the Offering will be used for exploration and development of the Richfield Assets and general working capital requirements. Additional amounts have been allocated for costs required to complete the Acquisition and for unallocated working capital. There may be circumstances where, for sound business reasons, a reallocation of funds may be necessary in order for the Corporation to achieve its business objectives.

Following the completion of the Acquisition and assuming completion of the Offering, approximately 15,757,000 common shares are anticipated to be issued and outstanding in the capital of the Corporation. In addition, the Corporation previously issued stock options entitling the holders thereof to purchase up to an aggregate of 760,000 common shares at an exercise price of $0.15 per share and agents' options entitling the holders to purchase up to an aggregate of 450,000 common shares at an exercise price of $0.15 per share. Following the completion of the Acquisition, subject to the approval of the TSXV, Gold Ridge also intends to grant additional incentive stock options to its employees, consultants, directors and officers in accordance with the terms of its stock option plan.


Sponsorship

The Corporation intends to apply to the TSXV for an exemption from sponsorship requirements. There is no assurance that such exemption will be granted.


Reinstatement to Trading

The common shares of the Corporation will remain halted pending receipt by the TSXV of certain required materials from the Corporation. The Corporation will issue a further press release upon finalization and filing of the aforementioned report pursuant to NI 51-101.


About the Corporation

The Corporation is incorporated under the provisions of the Business Corporations Act (Alberta) and has a registered office in Calgary, Alberta. The Corporation currently operates as a junior mining exploration and development company under the policies of the TSXV. After completion of the proposed Acquisition, the Corporation will be classified as an oil and has issuer under the policies of the TSXV.


READER ADVISORY

This news release may contain certain forward-looking statements, including management's assessment of future plans and operations, and capital expenditures and the timing thereof, that involve substantial known and unknown risks and uncertainties, certain of which are beyond the Company's control. Such risks and uncertainties include, without limitation, risks associated with mining exploration, development, exploitation, production, marketing and transportation, loss of markets, volatility of commodity prices, currency fluctuations, imprecision of reserve estimates, environmental risks, competition from other explorers and producers, inability to retain drilling rigs and other services, delays resulting from or inability to obtain required regulatory approvals and ability to access sufficient capital from internal and external sources, the impact of general economic conditions in Canada, the United States and overseas, industry conditions, changes in laws and regulations (including the adoption of new environmental laws and regulations) and changes in how they are interpreted and enforced, increased competition, the lack of availability of qualified personnel or management, fluctuations in foreign exchange or interest rates, stock market volatility and market valuations of companies with respect to announced transactions and the final valuations thereof, and obtaining required approvals of regulatory authorities. The Company's actual results, performance or achievements could differ materially from those expressed in, or implied by, these forward-looking statements and, accordingly, no assurances can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what benefits, including the amount of proceeds, that the Company will derive therefrom. Readers are cautioned that the foregoing list of factors is not exhaustive. All subsequent forward-looking statements, whether written or oral, attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by these cautionary statements. Furthermore, the forward-looking statements contained in this news release are made as at the date of this news release and the Company does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by applicable securities laws.

Investors are cautioned that, except as disclosed in the information circular or filing statement to be prepared in connection with the Acquisition, any information released or received with respect to the Acquisition may not be accurate or complete and should not be relied upon. Trading in the securities of all junior companies should be considered highly speculative.

The forward-looking statements contained in this press release are made as of the date of this press release, and the Corporation does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by securities law.

THIS PRESS RELEASE, REQUIRED BY APPLICABLE CANADIAN LAWS, IS NOT FOR DISTRIBUTION TO U.S. NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED STATES, AND DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO SELL ANY OF THE SECURITIES DESCRIBED HEREIN IN THE UNITED STATES. THESE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS UNLESS REGISTERED OR EXEMPT THEREFROM.

Completion of the Acquisition is subject to a number of conditions, including but not limited to, Exchange acceptance, and, if applicable pursuant to Exchange Requirements, majority of the minority shareholder approval. Where applicable, the Acquisition cannot close until the required shareholder approval is obtained. There can be no assurance that the Acquisition will be completed as proposed or at all.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

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.



Contacts:

Gold Ridge Exploration Corp.
Mr. David Heighington, Director
(403) 237-0018

Gold Ridge Exploration Corp.
Suite 730, 1015 - 4th Street SW
Calgary, Alberta T2R 1J4