RRI Riverside Resources Inc

Riverside Resources Inc. ("Riverside" or the "Company") (TSX
VENTURE:RRI)(PINKSHEETS:RVSDF)(FRANKFURT:R99), is pleased to provide an update
on the status of its option agreement with partner Sierra Madre Developments
Inc. ("Sierra Madre") for the Company's Penoles Project. In 2011, Riverside and
Sierra Madre entered into an option agreement (news release March 7, 2011)
whereby Sierra Madre could earn an initial 51%. To-date, Riverside has received
$2,100,000 in cash and shares from Sierra Madre, which helped cover Riverside's
exploration investment costs. Sierra Madre also incurred more than $3,000,000 in
drilling and exploration expenditures. The remaining requirements to earn 51%
include a payment of $1,350,000 in cash, $1,500,000 in shares and $750,000 in
further exploration expenditures.  


Riverside's partner, Sierra Madre, has entered into an arm's-length non-binding
letter of intent (the "Letter of Intent") pursuant to which Morro Bay Capital, a
capital pool company with more than $2,500,000 in the treasury ("Morro Bay"),
will acquire all of the rights and obligations Sierra Madre has in the Penoles
project under the Option Agreement with Riverside (the "Transaction"). The
Transaction will see Morro Bay acquire all of Sierra Madre's Mexican mining
interests, in exchange for 16 million Morro Bay common shares (the "Morro Bay
Shares") and share purchase warrants entitling the holders thereof to acquire up
to 8 million Morro Bay common shares (the "Morro Bay Warrants"). The Morro Bay
warrants will have a strike price of $0.15 if exercised prior to June 15, 2014
and an exercise price of $0.25 if exercised on or after June 15, 2014 but prior
to the expiry date which will be one (1) year after their issuance.


Upon closing of the Transaction it is anticipated that Riverside, as a major
shareholder of Sierra Madre, will receive approximately 3,700,000 Morro Bay
shares and more than 1,850,000 Morro Bay warrants. Riverside will still hold
more than 12,500,000 Sierra Madre shares, with Sierra Madre continuing with its
Canadian mining interests after the Transaction.


Riverside's President and CEO, John-Mark Staude stated, "Riverside is pleased to
see the Penoles Project progress with a new well-funded partner capable of
forwarding the option and committing additional capital for drilling and
exploration. Having the Penoles Project move ahead with further funding during
these tough markets is another good example of Riverside's ability to generate
quality assets. Riverside works to capture value for all stakeholders including
our partners." 


The Transaction is subject to a number of conditions, including the approval of
the shareholders of Morro Bay and Sierra Madre as well as the TSX-Venture
exchange.


Transaction Details:

As indicated above, pursuant to the Letter of Intent dated October 11, 2013,
subject to the conditions thereof and receipt of all required approvals, in
consideration of 16 million Morro Bay shares and the Morro Bay Warrants, Morro
Bay will acquire the Mexican interests of Sierra Madre including the rights and
obligations of Sierra Madre under the Option Agreement between Sierra Madre and
Riverside dated May 25, 2011 as amended June 30, 2011 and replaced with a new
agreement on February 14, 2012 and as amended February 28, 2013 (the "Penoles
Option Agreement"). Riverside currently owns 100% of the Penoles Project but
pursuant to the Penoles Option Agreement, Riverside has granted an option to
Sierra Madre by which Sierra Madre can earn an initial 51% in the Penoles
Project by completing further exploration work expenditures and cash and share
payments. 


Morro Bay and Riverside have reached an agreement in principle which, subject to
completion of the Transaction, will result in amendments to the Penoles Option
Agreement as it currently stands. As a result of these amendments on closing of
the Transaction, in order to earn a 51% interest in the Penoles Project, Morro
Bay will be required to incur $750,000 in exploration expenditures by March 31,
2014, and pay to Riverside $1,350,000 million cash ($100,000 and USD $1,250,000)
and issue $1,500,000 million in Morro Bay shares (or cash at Morro Bay's
election) by June 30, 2014. 


The Amended Option terms are not effective unless the Transaction is completed.
A formal Option amending agreement is anticipated to be entered into within the
next 60 days. For further Transaction details please refer to the Sierra Madre
and Morro Bay joint press release dated October 22, 2013.


Capitalization 

As of the date hereof, Morro Bay has 30,979,950 common shares issued and
outstanding, 2,667,995 Agent's options exercisable at $0.10, and 1,000,000
incentive stock options outstanding exercisable at $0.10. Upon completion of the
Transaction Morro Bay will have 46,979,950 common shares outstanding. 


About the Penoles Project:

The Penoles Assets include 350 km2 of concessions staked by Riverside in 2008
and several smaller concessions covering historic mine workings purchased by
Riverside from the underlying owners all such concessions being located in the
Penoles Mining District, Durango, Mexico (the "Penoles Project"). Penoles is a
historic silver mining district in the Durango Silver Belt that has had
relatively little modern exploration. Published historical accounts indicate
that Compania Minera Industrias Penoles operated several vein-type, underground
silver mines at Penoles from 1887 to 1908, however production records are
limited and potential extensions of the mines have not been systematically
explored. The Penoles Project includes two historic silver mines (Jesus Maria
and San Rafael), an oxide gold prospect (referred to as El Capitan) and numerous
exploration targets. Please click the following link for more information on the
Penoles Project:
http://www.rivres.com/index.php/projects/partner-funded-projects/penoles.


Qualified Person and QA/QC:

The scientific and technical data contained in this news release pertaining to
the Penoles Project was reviewed by Riverside's Chief Geologist, David S. Smith,
MS, MBA, CPG, a non-independent qualified person to Riverside Resources who is
responsible for ensuring that the geologic information provided in this news
release is accurate and acts as a "qualified person" under National Instrument
43-101 Standards of Disclosure for Mineral Projects.


About Riverside Resources Inc.:

Riverside is a well-funded prospect generation team of focused, proactive gold
discoverers with the breadth of knowledge to dig much deeper. The Company
currently has more than $5,000,000 in the treasury and approximately 37,000,000
shares outstanding. The Company's model of growth through partnerships and
exploration uses the prospect generation business approach to own resources,
while partners share in de-risking projects on route to discovery. Riverside has
additional properties available for option with more information available on
the Company's website at www.rivres.com.


ON BEHALF OF RIVERSIDE RESOURCES INC.

Dr. John-Mark Staude, President & CEO

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.


FOR FURTHER INFORMATION PLEASE CONTACT: 
Riverside Resources Inc.
John-Mark Staude
President & CEO
(778) 327-6671
(778) 327-6675 (FAX)
info@rivres.com
www.rivres.com


Riverside Resources Inc.
Joness Lang
Manager, Corporate Development
(800) RIV-RES1
(778) 327-6675 (FAX)
jlang@rivres.com
www.rivres.com

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