NOTICE OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON DECEMBER 3, 2025
NOTICE IS HEREBY GIVEN that the Annual General Meeting (the "Meeting") of the holders (the "Shareholders") of common shares (the "Common Shares") of Riley Gold Corp. (the "Company") will be held in the Boardroom at 2390 - 1055 West Hastings St., Vancouver, B.C. V6E 2E9 on Wednesday, December 3, 2025 at 10:00 AM (Pacific Time) for the following purposes:
to receive the audited consolidated financial statements of the Company and the Auditor's Report thereon for the financial years ended December 31, 2024 and 2023;
to set the number of Directors at six (6)
to elect directors for the ensuing year;
to appoint the auditor for the ensuing year and to authorize the directors to fix their remuneration;
to consider and, if thought fit, to pass, with or without variation, an ordinary resolution to approve the Company's rolling 10% Stock Option Plan, more particularly described in the accompanying Management Information Circular (the "Information Circular"); and
to transact such other business as may properly be brought before the Meeting or any adjournment or postponement thereof.
The specific details of the matters proposed to be put before the Meeting are set forth in the Information Circular accompanying this notice, which Information Circular forms part of this notice.
Registered Shareholders
Every registered holder of Common Shares of the Company at the close of business on October 24, 2025 (the "Record Date") is entitled to receive notice of, and to vote such Common Shares at the Meeting, either in person or by proxy, in accordance with the procedures described in the Information Circular. Registered Shareholders who are unable to attend the Meeting in person and who wish to ensure that their Common Shares will be voted at the Meeting are requested to complete, sign and deliver the enclosed form of proxy to Computershare Trust Company of Canada, Proxy Dept., 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1, Canada. In order to be valid and acted upon at the Meeting, forms of proxy must be returned to the aforesaid address by 10:00 A.M. (Pacific Time) on December 1, 2025. Further instructions with respect to the voting by proxy are provided in the form of proxy and in the Information Circular accompanying this notice.
Non-Registered Shareholders
Shareholders may beneficially own Common Shares that are registered in the name of a broker, another intermediary or an agent of that broker or intermediary ("Non-Registered Shareholders"). Without specific instructions, intermediaries are prohibited from voting shares for their clients. If you are a Non-Registered Shareholder, it is vital that the voting instruction form provided to you by your broker, intermediary or its agent is returned according to their instructions, sufficiently in advance of the deadline specified by the broker, intermediary or its agent, to ensure that they are able to provide voting instructions on your behalf.
DATED at Vancouver, BC, this 24th day October, 2025.
BY ORDER OF THE BOARD OF DIRECTORS"Todd L. Hilditch"
Chief Executive Officer