Rio Verde Agrees to C$0.40 Per Share All-Cash Acquisition by

Rio Verde Agrees to C$0.40 Per Share All-Cash Acquisition by B&A
Mineracao 
- Shareholders to receive C$0.40 in cash per share 
- The transaction represents an unaffected premium of 56% to the
20-day volume weighted average trading price of $0.2568 based on
trading to November 30 2012 
- Rio Verde's Board of Directors unanimously recommend that
shareholders vote in favour of the transaction 
TORONTO, ONTARIO -- (Marketwire) -- 12/13/12 -- Rio Verde Minerals
Development Corp. (TSX:RVD) ("Rio Verde" or the "Company") and B&A
Mineracao S.A. ("B&A") are pleased to announce that they have entered
into a definitive agreement (the "Arrangement Agreement") pursuant to
which B&A will acquire all of the issued and outstanding common
shares of Rio Verde (the "Rio Verde Shares") (other than the Rio
Verde Shares it currently owns) by way of a statutory Plan of
Arrangement under the BVI Business Companies Act, 2004 or otherwise
(the "Arrangement") at a price of CAD $0.40 per share in cash (the
"Consideration").  
The transaction price represents an unaffected premium of 56% to the
20-day volume weighted average trading price of the Rio Verde Shares
on the Toronto Stock Exchange as of November 30 2012, the day before
the announcement of the transaction discussions, and values Rio
Verde's equity at approximately C$48.6 million. Upon closing of the
transaction, B&A intends to advance the Bonito and Sergipe projects
through the design, construction and operational phases of its
development. 
Rio Verde's Board of Directors, based on the recommendation of a
special committee of independent directors (the "Special Committee"),
has determined that the Arrangement is fair, and has unanimously
recommended that Rio Verde's shareholders vote in favour of the
Arrangement. Canaccord Genuity Corp. ("Canaccord Genuity"), an
independent valuator to the Company and its Board of Directors, is of
the opinion that, based upon and subject to certain assumptions,
limitations, and qualifications, the Consideration is fair, from a
financial point of view, to Rio Verde's shareholders, other than B&A.
In addition, under the supervision of the Special Committee,
Canaccord Genuity has prepared an independent valuation and has
provided an oral opinion that, based upon and subject to the
assumptions, limitations, and qualifications in such opinion, as at
December 13, 2012, the fair market value of the Rio Verde Shares is
in the range of $0.35 to $0.45 per Rio Verde Share.  
Executive officers and directors of Rio Verde as well as shareholders
representing approximately 25% of the outstanding Rio Verde Shares
have entered into lock-up and support agreements with B&A under which
they have agreed to vote in favour of the Arrangement. 
The Arrangement Agreement is subject to customary representations,
warranties and covenants of each of Rio Verde and B&A. In addition,
Rio Verde has agreed that it will not solicit or initiate discussions
concerning the pursuit of any other acquisition proposals except in
respect of unsolicited proposals that the Rio Verde Board of
Directors in good faith determines could reasonably be expected to
result in a superior proposal. The Arrangement Agreement gives to B&A
the right to match superior proposals and contains a termination fee
of C$2.0 million payable in certain circumstances. 
The terms and conditions of the Arrangement will be summarized in the
Company's management information circular, which will be filed and
mailed to Rio Verde's shareholders in mid-January 2013. Shareholders
will be asked to approve the Arrangement at a meeting to be held in
mid-February 2013. 
The Arrangement is subject to, among other things, (i) the approval
of a simple majority of the total votes cast by Rio Verde
shareholders, and (ii) the approval of a simple majority of the votes
cast by Rio Verde shareholders, excluding B&A and any of its
affiliates, in person or represented by proxy at a special meeting to
be called to consider the Arrangement. The Arrangement will also be
subject to the approval of the Toronto Stock Exchange and the Eastern
Caribbean Supreme Court. The transaction is expected to close in
February 2013. 
B&A currently owns 36,267,976 Rio Verde Shares, or approximately
29.8% of the issued and outstanding Rio Verde Shares on a fully
diluted basis. 
Advisors and Legal Counsel 
Heenan Blakie LLP is acting as legal counsel to the Company and its
Board of Directors. Stikeman Elliott LLP is acting as legal counsel
to the Special Committee and Canaccord Genuity is acting as financial
advisor to the Special Committee. National Bank Financial Markets
Inc. is acting as financial advisor and Norton Rose Canada LLP is
acting as legal counsel to B&A. FFA Legal is acting as Brazilian
local counsel to the Company and Veirano Advogados is acting as
Brazilian local counsel to B&A. 
About Rio Verde  
Rio Verde Minerals Development Corp. is a publicly traded company
focused on the exploration and development of fertilizer projects in
Brazil. The Company's goal is to become the leading Brazilian
fertilizer mining and development company by selecting prime assets
that are near infrastructure, with known mineralization, in regions
without significant social or environmental issues. The Company plans
to fast-track the best projects to development to create stakeholder
value.  
Rio Verde holds one potash project and a portfolio of phosphate
projects in Brazil. Potash and phosphate fertilizers have favourable
supply and demand dynamics, and Rio Verde has a significant cost
advantage by being based in Brazil, a country that imports about 90%
of its potash and 50% of its phosphate needs. Rio Verde's near-term
primary objective is to focus its potash exploration on establishing
a Canadian National Instrument 43-101 resource.  
About B&A  
B&A Mineracao S.A. is a Brazilian mining company focused on the
exploration and development of iron ore, potash, phosphate, and
copper assets in Brazil, Latin America and Africa. The company is a
partnership between AGN Agroindustrial, Projetos e Participacoes S.A.
("AGN"), founded by Roger Agnelli - former CEO of Vale S.A. - and BTG
Pactual - Brazil's largest independent Investment Bank, with a market
capitalization of US$ 13.3 billion. Building on BTG's financial
expertise and Mr. Agnelli's extensive experience in mining, B&A is an
innovative global mining company. 
Mr. Agnelli serves as B&A's Executive Chairman, with Mr. Eduardo
Ledsham serving as CEO. Mr. Ledsham has close to thirty years of
experience in the natural resources industry globally and acted as
Executive Director of Global Exploration, Capital Implementation and
Energy at Vale S.A. before joining B&A. 
Forward-Looking Statements  
This press release contains forward-looking statements. All
statements, other than of historical fact, that address activities,
events or developments that the Company believes, expects or
anticipates will or may occur in the future (including, without
limitation, statements regarding potential corporate transactions,
the estimation of mineral resources, exploration results, potential
mineralization, potential mineral resources and mineral reserves) are
forward-looking statements. Forward-looking statements are often
identifiable by the use of words such as "anticipate", "believe",
"plan", may", "could", "would", "might" or "will", "estimates",
"expect", "intend", "budget", "scheduled", "forecasts" and similar
expressions or variations (including negative variations) of such
words and phrases. Forward-looking statements are subject to a number
of risks and uncertainties, many of which differ materially from
those discussed in the forward-looking statements. Factors that could
cause actual results or events to differ materially from current
expectations include, among other things, without limitation, failure
to establish estimated mineral resources, the possibility that future
exploration results will not be consistent with the Company's
expectations, the price of potash and phosphate, changes to
regulations affecting the Company's activities, including tax and
trade laws and policies; delays in obtaining or failures to obtain
required regulatory permits and approvals from government
authorities; delays in commencing the Company's proposed drilling
program, exploration costs varying significantly from estimates;
uncertainties relating to the availability and costs of financing
needed to complete exploration activities and demonstrate the
feasibility of the Company's projects; the success of future
exploration and development initiatives; and other risks involved in
the mineral exploration and development industry. Any forward-looking
statement speaks only as of the date on which it is made and, except
as may be required by applicable securities laws, the Company
disclaims any intent or obligation to update any forward-looking
statement.
Contacts:
Rio Verde Minerals Development Corp.
Stephen Keith
President and CEO
+1 (416) 368-8288
info@Rvminerals.com 
Rio Verde Minerals Development Corp.
Alex Penha
VP Corporate Development
+1 (416) 368-1573
apenha@Rvminerals.com