GEA

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.


FOR FURTHER INFORMATION PLEASE CONTACT: 
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

Gold Ridge Exploration Corp. (TSXV:GEA)
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Gold Ridge Exploration Corp. (TSXV:GEA)
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から 6 2023 まで 6 2024