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February 26, 2010

Ringbolt Ventures Potash Agreement

The TSX Venture Exchange has accepted for filing the agreement dated Feb. 18, 2010, among Ringbolt Ventures Ltd., BUA USA LLC, a 90-per-cent-owned subsidiary of the company, Wendy Walker Tibbetts, a 10-per-cent owner of BUA, and US Potash LLC, whereby the company and Ms. Tibbetts, through BUA, will transfer their potash assets and US Potash will transfer its potash properties into a new liability company.

The participating interest in the NewCo will be Ringbolt Ventures Ltd. 70 per cent and Ms. Tibbetts 30 per cent.

As consideration for the transaction:

  • The company will contribute its ownership in the BUA properties;
  • Ms. Tibbetts will contribute its ownership in the BUA properties and surrender her equity interest in BUA to the company;
  • US Potash will contribute its ownership in the potash properties.

In addition, in consideration of the agreement, Ms. Tibbetts will release BUA and Ringbolt from the claim asserted by Ms. Tibbetts against BUA filed in the Seventh Judicial District Court; San Juan county, Utah (Civil No. 090700071).

The transaction received approval of the company's shareholders at the company's annual general meeting held on Aug. 31, 2009. Additional information relating to the transaction is available in the information circular dated July 20, 2009, and news release dated June 19, 2009, and Feb. 18, 2010, on SEDAR.


Disclaimer and Cautionary Statement Regarding Forward-Looking Information

Neither 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 press release. This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction.

All statements, trend analysis and other information contained in this press release relative to markets about anticipated future events or results constitute forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as “seek”, “anticipate”, “believe”, “plan”, “estimate”, “expect” and “intend” and statements that an event or result “may”, “will”, “should”, “could” or “might” occur or be achieved and other similar expressions. Forward-looking statements are subject to business and economic risks and uncertainties and other factors that could cause actual results of operations to differ materially from those contained in the forward-looking statements. Forward-looking statements are based on estimates and opinions of management at the date the statements are made. The Company does not undertake any obligation to update forward-looking statements even if circumstances or management’s estimates or opinions should change. Investors should not place undue reliance on forward-looking statements.

Ringbolt Ventures Ltd. seeks safe harbor.


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