Unaudited Financial Statement 3rd Quarter for the period ending June 30, 2025

Page NOTICE OF NON-REVIEW OF CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS 3

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

Condensed Interim Consolidated Statements of Financial Position 4

Condensed Interim Consolidated Statements of Income and Comprehensive Income 5

Condensed Interim Consolidated Statements of Cash Flows 6

Condensed Interim Consolidated Statements of Changes in Shareholders' Equity 7

Notes to the Condensed Interim Consolidated Financial Statements 8-24

In accordance with National Instrument 51-102 Part 4, subsection 4.3(3)(a), if an auditor has not performed a review of these condensed interim consolidated financial statements, they must be accompanied by a notice indicating that these condensed interim consolidated financial statements have not been reviewed by an auditor.

The accompanying unaudited condensed interim consolidated financial statements of the Company have been prepared by and are the responsibility of the Company's management.

The attached condensed interim consolidated financial statements for the nine months ended June 30, 2025 have not been reviewed by the Company's auditors.

Condensed Interim Consolidated Statements of Financial Position as at, (Unaudited - Expressed in Canadian Dollars)

"Walter Henry" Director "James Ladner" Director Water Henry James Ladner

The accompanying notes are an integral part of these condensed interim consolidated financial statements.

Condensed Interim Consolidated Statements of Income (Loss) and Comprehensive Income (Loss) For the nine months ended June 30,

(Unaudited - Expressed in Canadian Dollars)

Note

3 Month Ended

June 30, 2025

3 Month Ended

June 30, 2024

9 Month Ended

June 30, 2025

9 Month Ended

June 30, 2024

The accompanying notes are an integral part of these condensed interim consolidated financial statements.

The accompanying notes are an integral part of these condensed interim consolidated financial statements.

RIVERSIDE RESOURCES INC.

Condensed Interim Consolidated Statements of Changes in Shareholders' Equity (Unaudited - Expressed in Canadian Dollars)

Capital Stock Accumulated

other

The accompanying notes are an integral part of these condensed interim consolidated financial statements.

Page 7 of 24

1. Nature of operations

   Riverside Resources Inc. (the "Company" or "Riverside") is a mineral exploration and evaluation company operating as a prospect generator listed on the TSX Venture Exchange (the "Exchange") under the symbol "RRI" and is engaged in the acquisition, exploration and evaluation of assets in the Americas including Canada, the United States and Mexico.

   The Company's head office address is 550 - 800 West Pender Street, Vancouver, British Columbia, Canada V6C 2V6.

   The Company's ability to continue operations is uncertain and is dependent upon the ability of the Company to obtain necessary financing to meet the Company's liabilities and commitments as they become payable, acquiring assets or a business, and the ability to generate future profitable production or operations or sufficient proceeds from the disposition thereof. The outcome of these matters cannot be predicted at this time. The condensed interim consolidated financial statements do not include adjustments to amounts and classifications of assets and liabilities that might be necessary should the Company be unable to continue operations. Management believes that the Company has sufficient working capital to maintain its operations and activities for the next fiscal year.

   These condensed interim consolidated financial statements were approved and authorized for issue by the Board of Directors on August 29, 2025.

2. Basis of presentation and statement of compliance

   These condensed interim consolidated financial statements have been prepared on a historical cost basis, except for financial instruments classified as financial instruments as fair value through profit and loss or available for sale, which are stated at their fair value. All dollar amounts presented are in Canadian dollars unless otherwise specified. In addition, these condensed interim consolidated financial statements have been prepared using the accrual basis of accounting except for cash flow information.

   These condensed interim consolidated financial statements, including comparatives, have been prepared in accordance with International Accounting Standards ("IAS 34"), "Interim Financial Reporting" using accounting policies consistent with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") and International Financial Reporting Interpretations Committee ("IFRIC"). Therefore, these interim financial statements comply with International Accounting Standards ("IAS") 34 "Interim Financial Reporting.

3. Material accounting policies

   These interim consolidated financial statements as at June 30, 2025 have been prepared following the same accounting policies as the annual consolidated financial statements as at September 30, 2024.

   Name of subsidiary Country of incorporation

   Proportion of ownership

   interest Principal activity

   Riverside Resources Mexico, S.A. de C.V. Mexico 100% Mineral exploration

   RRM Exploracion, S.A.P.I. de C.V. Mexico 100% Mineral exploration

   RRM Minas S DE RL de C.V. Mexico 100% Mineral exploration RRI Exploration Inc. United States 100% Mineral exploration Riverside Resources (BC) Inc. Canada 100% Mineral exploration

   RRI Holdings Limited Canada 100% Holding company

   1412597 BC LTD. Canada 100% Holding company

   1412601 BC LTD. Canada 100% Holding company

4. Plan of Arrangement

   On October 27, 2023, the Company incorporated Blue Jay Resources Corp., which was subsequently renamed Blue Jay Gold Corp. ("Blue Jay"). On November 1, 2023, Blue Jay issued 14,956,693 common shares at $0.115 to Riverside Resources Inc. ("Riverside") to acquire the Pichette-Clist Gold Project, Oakes Gold Project and the Duc Gold Project (the "Ontario Properties").

   On January 28, 2025, the Company announced the execution of a definitive arrangement agreement with Blue Jay in respect of the spin-out of its Pichette, Oakes and Duc projects, to its shareholders by way of a share capital reorganization effected through a statutory plan of arrangement. Under the Arrangement, the Company will distribute the common shares of Blue Jay to Riverside's shareholders. Riverside's current shareholders will receive Blue Jay Shares by way of a share exchange, pursuant to which each existing common share of Riverside will be exchanged for one new common share of Riverside and 1/5th of a Blue Jay share.

   On May 22, 2025, the Company and Blue Jay completed the previously announced plan of arrangement. Under the arrangement, the shares of Blue Jay held by the Company were spun out to the Company's shareholders, effective May 22, 2025.

   The Arrangement resulted in a reduction of share capital amounting to $1,720,020 and a gain on disposal of a subsidiary in the amount of $273,247.

   Under the terms of the Arrangement, each issued and outstanding Riverside option has been adjusted for the assets spun-out. The exercise prices of the Riverside replacement stock options were adjusted based on the proportional market value of the two companies after completion of the Arrangement (see Note 12).

5. Short-term investments

   Short-term investments include marketable securities received as a result of property option agreements. Marketable securities comprise common shares in publicly traded and private companies as follows:

   June 30, 2025 September 30, 2024

   	Number of shares	Cost	Fair market value	Number of shares	Cost	Fair market value
   Arcus Development Group Inc.	29,000	$ 11,020	$ 580	29,000	$ 11,020	$ 290
   Guerrero Exploration Inc.	1,926,000	343,049	-	1,926,000	343,049	-
   Goldshore Resources Inc. (formerly
   Sierra Madre Developments Inc.)	104,194	1,103,791	40,636	104,194	1,103,791	38,552
   Sinaloa Resources Corp.	1,000,000	100,000	-	1,000,000	100,000	-
   First Helium Inc.	154,500	45,308	3,090	154,500	45,308	6,952
   Upper Canada Mining Inc.	5,600,000	-	-	5,600,000	-	-
   Southern Empire Resources (1)	1,620,000	135,324	32,400	1,620,000	135,324	72,900
   Questcorp Mining Inc. (2)	6,285,722	1,382,859	1,194,287	-	-	-
   	16,719,416	$ 3,121,351	$ 1,270,993	10,433,694	$ 1,738,492	$ 118,694

   (1)On January 11, 2023, the Company received 550,000 shares of Southern Empire Resources Corp. with a fair market value of $55,000 as per the option agreement for the Suaqui Verde property.

   On February 2, 2024, the Company received an additional 575,000 shares of Southern Empire Resources Corp. with a fair market value of $25,875 as per the amended option agreement for the Suaqui Verde property and was fully recognized as other income.

   On September 9, 2024, the Company sold 5,000 shares for net proceeds of $255.

   (2)On May 20, 2025, the Company received 6,285,722 shares of Questcorp Mining Inc. with a fair market value of $1,382,859 as per the option agreement for Union property (see Note 9 (h) for additional details).

6. Receivables

   Receivables mainly consist of receivable from a third party and tax refunds from the Federal Government of Canada and Mexico.

   		June 30, 2025	September 30, 2024
   Current GST recoverable amounts in Canada		$ 19,460	$ 27,160
   IVA recoverable amounts in Mexico		451,238	299,018
   Receivable from a third party		750,645	-
   		1,221,343	326,178
   Non-current IVA recoverable amounts in Mexico		418,968	451,492
   		$ 1,640,311	$ 777,670

   As of June 30, 2025, the Company has an outstanding amount receivable from Blue Jay of $750,645.

7. Prepaid expenses

The breakdown of prepaid expenses is as follows:

June 30,

2025

September 30,

2024

Expense advances $ 23,102 $ 23,971

Insurance 16,228 20,471

Investor relations 42,360 -

Rent 10,902 10,879

$ 92,592 $ 55,321

1. Exploration and evaluation assets For the period ended June 30, 2025 La Silla Australia Ariel Cecilia Teco Suaqui Verde Los Cuarentas La Union El Valle Northwestern Ontario, British Columbia, Mexico Mexico Mexico Mexico Mexico Mexico Mexico Mexico Mexico Canada Canada Total

   Acquisition costs Exploration costs:

   $ - $

   2,678 $

   28,948 $

   8,029 $

   8,948 $

   2,870 $

   12,607 $

   39,321 $

   6,934 $

   4,620 $

   27,673 $

   142,628

   Access - - - - - - - - - - - -

   Assaying - - - - - - - - - 8,532 8,449 16,981

   Drilling - - - - - - - - - - - -Field & camp costs - 800 3,715 5 - - 10,191 13,926 2,169 72,604 31,334 134,744

   Geological consulting - 418 26,079 3,000 22 7,022 60,826 64,508 18,227 200,160 109,300 489,562

   Surveys & geophysics - - - - - - - - 3,826 9,776 950 14,552 Transport & support - 3,799 8,863 - - - 17,689 26,514 6,329 49,955 23,438 136,587

   Total current exploration costs - 5,017 38,657 3,005 22 7,022 88,706 104,948 30,551 341,027 173,471 792,426

   Professional & other fees:

   Professional consulting - - 14,000 - - - - 10,263 9,000 15,406 21,750 70,419

   Legal fees - 180 4,631 - 601 601 1,984 1,777 1,202 - - 10,976

   Others - - 1,977 - - - 1,159 5,241 338 5,760 13,157 27,632

   Total current professional & other fees - 180 20,608 - 601 601 3,143 17,281 10,540 21,166 34,907 109,027

   Total costs incurred during the period - 7,875 88,213 11,034 9,571 10,493 104,456 161,550 48,025 366,813 236,051 1,044,081

   Balance, Opening 17,516 71,148 816,071 1,384,955 330,785 6,070 386,672 1,480,736 101,343 2,339,341 369,752 7,304,389

   Asset write-off - - - - - - - - - - - -

   Recoveries - - - - - - - (1,769,121) - (78,233) - -

   Transferred to Blue Jay - - - - - - - - - (2,391,550) - -

   1,847,354

   2,391,550

   Foreign exchange movements 964 4,022 29,225 39,996 15,785 442 20,741 78,716 1,882 - - 191,773

   Balance, End of the period

   $ 18,480 $

   83,045 $

   933,509 $

   1,435,985 $

   356,141 $

   17,005 $

   511,869 -$

   48,119 $

   151,250 $

   236,371 $

   605,803 $

   4,301,339

   Cumulative costs:

   Acquisition

   $ 101,562 $

   16,550 $

   403,934 $

   727,508 $

   138,765 $

   14,998 $

   355,437 $

   766,701 $

   29,251 $

   109,073 $

   107,410 $

   2,771,189

   Exploration 621,303 48,370 422,797 1,066,294 141,606 38,236 221,609 914,157 83,099 2,473,466 666,490 6,697,427

   Professional & other fees 160,287 14,226 127,886 167,766 34,345 1,795 26,339 127,687 50,081 258,815 83,761 1,052,988

   Recoveries - - - (696,001) - (43,097) (122,519) (1,897,411) - (203,233) - (2,962,261)

   Transferred to Blue Jay - - - - - - - - - (2,391,550) - (2,391,550)

   Asset write-off (912,466) - - - - - - - (12,790) (10,200) (251,858) (1,187,314)

   Foreign exchange movements 47,794 3,899 (21,108) 170,418 41,425 5,073 31,003 40,747 1,609 - - 320,860

   $ 18,480 $

   83,045 $

   933,509 $

   1,435,985 $

   356,141 $

   17,005 $

   511,869 -$

   48,119 $

   151,250 $

   236,371 $

   605,803 $

   4,301,339

   For the year ended September 30, 2024 La Silla Australia Ariel Cecilia Teco Suaqui Verde* Los Cuarentas La Union El Valle, Llano del Nogalo & El Northwestern Ontario, British Columbia, Mexico Mexico Mexico Mexico Mexico Mexico Mexico Mexico Pima Mexico Canada Canada Total

   Acquisition costs

   $ - $

   5,522 $

   235,204 $

   - $ 18,451 $

   5,918 $

   85,054 $

   327,891 $

   4,743 $

   25,000 $

   24,107 $

   731,890

   Exploration costs: Access	-		-	59,058	-	-	-	-		-		-		-		2,441		61,499
   Assaying	-		-	-	-	-	-	-		-		-		1,632		11,380		13,012
   Drilling	-		-	-	-	-	-	-		-		-		149		-		149
   Field & camp costs	166		358	2,012	8,142	-	-	254		38,501		-		19,377		4,616		73,426
   Geological consulting	9,370		752	38,145	30,945	1,529	629	5,307		237,754		3,057		213,327		188,278		729,093
   Surveys & geophysics	-		-	-	-	-	-	-		-		-		77,242		333		77,575
   Transport & support	-		5,367	20,612	16,543	-	-	11,635		71,018		6,852		49,606		80,405		262,038
   Total current exploration costs	9,536		6,477	119,827	55,630	1,529	629	17,196		347,273		9,909		361,333		287,453		1,216,792
   Professional & other fees:
   Professional consulting	-		-	18,875	9,184	-	-	-		19,425		12,000		6,479		25,250		91,213
   Legal fees	9,136		-	6,138	316	167	167	335		27,662		568		-		1,897		46,386
   Others	-		-	1,876	510	-	-	137		6,242		415		6,434		10,919		26,533
   Total current professional & other fees	9,136		-	26,889	10,010	167	167	472		53,329		12,983		12,913		38,066		164,132
   Total costs incurred during the period	18,672		11,999	381,920	65,640	20,147	6,714	102,722		728,493		27,635		399,246		349,626		2,112,814
   Balance, Opening	748,326		67,943	503,153	1,446,976	346,961	(179,387)	326,990		910,673		89,600		1,950,295		271,984		6,483,514
   Asset write-off	(912,466)		-	-	-	-	-	-		-		(12,790)		(10,200)		(251,858)		(1,187,314)
   Recoveries	164,000		-	-	(33,501)	-	179,403	-		-		-		-		-		309,902
   Foreign exchange movements	(1,016)		(8,794)	(69,002)	(94,160)	(36,323)	(660)	(43,040)		(158,430)		(3,102)		-		-		(414,527)
   Balance, End of the year	$	17,516 $	71,148 $	816,071 $ 1,384,955 $	330,785	$	6,070	$	386,672	$	1,480,736	$	101,343	$	2,339,341	$	369,752	$	7,304,389
   * At December 31, 2023, the Company recognized cumulative recoveries on Suaqui Verde project of $179,403 to other income.
   Cumulative costs: Acquisition	$ 101,562		$ 13,872	$ 374,986	$ 719,479	$ 129,817	$ 12,128	$ 342,830		$ 727,380		$ 22,317		$ 104,453		$ 79,737		$ 2,628,561
   Exploration	621,303		43,353	384,140	1,063,289	141,584	31,214	132,903		809,209		52,548		2,132,439		493,019		5,905,001
   Professional & other fees	160,287		14,046	107,278	167,766	33,744	1,194	23,196		110,406		39,541		237,649		48,854		943,961
   Recoveries	-		-	-	(696,001)	-	(43,097)	(122,519)		(128,290)		-		(125,000)		-		(1,114,907)
   Asset write-off	(912,466)		-	-	-	-	-	-		-		(12,790)		(10,200)		(251,858)		(1,187,314)
   Foreign exchange movements	46,830		(123)	(50,333)	130,422	25,640	4,631	10,262		(37,969)		(273)		-		-		129,087
   	$ 17,516		$ 71,148	$ 816,071	$ 1,384,955	$ 330,785	$ 6,070	$ 386,672		$ 1,480,736		$ 101,343		$ 2,339,341		$ 369,752		$ 7,304,389

   Title to exploration and evaluation asset interests involves certain inherent risks due to the difficulties of determining the validity of certain claims as well as the potential for problems arising from the frequently ambiguous conveyancing history characteristic of many mineral claims. The Company has investigated title to all of its exploration and evaluation asset interests and, to the best of its knowledge, title to all of its interests is in good standing. The exploration and evaluation asset interests in which the Company has committed to earn an interest are in Mexico and Canada.

   The terms and commitments of the Company with respect to its exploration and evaluation assets are subject to change if and when the Company and its partners mutually agree to new terms and conditions.

   1. La Silla, Sinaloa, Mexico

      In October 2015, the Company acquired two mining concessions in the La Silla gold-silver district in Sinaloa through a lottery process. The Company has a 100% exploration concession interest in the La Silla Property.

      In December 2023, the Company decided to focus on other projects of higher prospectivity and the related investment amounting to $761,255 was fully written off. However, the Company still maintained its rights to these concessions.

      In July 2024, the Company signed an agreement to assign and transfer all its rights and concessions of La Silla project with payment terms subject to certain conditions. Upon execution of the agreement, the Company received US$100,000. While the remaining payments of US$150,000 and US$350,000, respectively, will only be received upon fulfillment of certain government regulatory approvals.

   2. Ariel, Sonora, Mexico

      The Company acquired a 100% exploration concession interest in Ariel Property on June 1, 2017.

   3. Cecilia, Sonora, Mexico

      The Company acquired 100% interest in the La Cecilia Margarita concessions from Gunpoint in January 2020.

      On March 14, 2024, the Company entered into an Exploration Earn-In Option Agreement (the "Agreement") with Compania Minera Cuzcatlan ("Fortuna"), a wholly owned subsidiary of Fortuna Silver Mines Inc. for the Company's Cecilia Gold Silver Project (the "Project") in Sonora, Mexico.

      The Agreement is divided into three phases Earn-in Option, wherein Fortuna can earn-in an undivided 51% by paying a total of US$150,000 in cash and incurring US$3,750,000 in exploration expenditures over five (5) years.

      • Phase I: Fortuna is to incur expenditures as listed in the table below totaling at least US$3,750,000 of qualifying exploration expenditures before the fifth anniversary of the effective date of the executed Agreement.

      • Phase II: Upon completion of Phase I obligations, Fortuna can elect to form a 51:49 joint venture or can elect to earn an additional 29% by incurring a further US$2,250,000 in qualifying exploration expenditures and delivering a completed feasibility study.

      Phase	Due date	Cash (in USD)	Exploration expenditures (in USD)	Cumulative exploration expenditures (in USD)
      Phase I	March 14, 2024	$50,000 (partially received)*	-	-
      Phase I	March 14, 2025	-	$500,000	$500,000
      Phase I	March 14, 2026	$25,000	$500,000	$1,000,000
      Phase I	March 14, 2027	$25,000	$500,000	$1,500,000
      Phase I	March 14, 2028	$25,000	$500,000	$2,000,000
      Phase I	March 14, 2029	$25,000	$1,750,000	$3,750,000
      Phase II	March 14, 2030	-	$750,000	$4,500,000
      Phase II	March 14, 2031	-	$750,000	$5,250,000

      Phase II

      March 14, 2032

      -

      $750,000

      $6,000,000

      * During the year ended September 30, 2024, the Company received a partial payment of US$25,000 (CAD$33,501) upon execution of the agreement and recorded the full amount as a recovery. The remaining US$25,000 will be collected upon the submission to registration at the Mining Registry of the Mexican agreement.

      Upon completion of Phase II Earn-In obligation, the Company will have the option to sell its interest in the project to Fortuna for US$5,000,000, while retaining a 2% Net Smelter Royalty (NSR) where 1% NSR may be purchased before commercial production for US$3,000,000, thereby Fortuna earning 100% interest in the project.

      During the year ended September 30, 2024, the Company received US$613,705 and US$837,061, respectively, as exploration advances from Fortuna for the exploration activities of Cecilia project.

      During the nine months ended June 30, 2025, the Company received a total of US$582,223 as exploration advances from Fortuna for the exploration activities of Cecilia project.

      On July 7, 2025, the Company received notice from Fortuna that it had completed the Phase 2 exploration work at the Cecilia project and will not be proceeding with the option agreement.

   4. Teco, Sonora, Mexico

      The Company has a 100% ownership interest in the Teco Project which is made up of two concessions: Teco and Suaqui Grande.

   5. Australia, Sonora, Mexico

      The Company has a 100% interest ownership interest in the Australia Project which is made up of two concessions: Sandy and Sandy 2.

   6. Suaqui Verde, Mexico

      The Company has a 100% interest in Suaqui Verde Property.

      On December 24, 2021, the Company entered into a Definitive Option Agreement with Southern Empire Resource Corp. ("Southern Empire") whereby Southern Empire could acquire a 100% interest in the Suaqui Verde Property, by paying

      $112,500 in cash, issuing 1,625,000 common shares while retaining a 2.5% NSR on precious metal products and 1.75% NSR on base metal products. The transaction details as below:

      Due date	Cash	Common shares
      Upon the closing date (December 24, 2021)	$25,000 (received)	500,000 (received)
      On or before the first anniversary of the closing date (December 24, 2022)	$37,500 (received)	550,000 (received)
      On or before the second anniversary of the closing date (March 31, 2024 amended)	$50,000	575,000 (received)

      On October 1, 2021, the Company received the payment of $50,000 for granting an exclusivity period of 60 days from October 1, 2021, to complete its due diligence on the Suaqui Verde property.

      On January 11, 2023, the Company received $37,500 cash and 550,000 shares of Southern Empire Resources Corp. with a fair market value of $55,000 as per the option agreement for the Suaqui Verde property.

      On January 11, 2024, the Company amended the Option Agreement with Southern Empire Resources Corp. to revise the terms of the original agreement for the Suaqui Verde property, whereby the $50,000 cash originally due on December 24, 2023 was changed to March 31, 2024, and the common shares were due on or before February 2, 2024.

      On February 2, 2024, the Company received an additional 575,000 shares of Southern Empire Resources Corp. with a fair market value of $25,875 as per the amended option agreement for the Suaqui Verde property and was fully recognized as other income.

      During the period ended June 30, 2025, the Company did not receive the cash payment of $50,000.

   7. Los Cuarentas, Sonora, Mexico

      On June 24, 2019, the Company entered into a binding letter agreement with Millrock to acquire a 100% undivided right, title, and interest in five projects, including Los Cuarentas, La Union, El Valle, Llano del Nogalo and El Pima, at a purchase price of $35,000 cash (paid) and 150,000 common shares (issued at a fair market value of $24,000). During the year ended September 30, 2021, the Company obtained ownership of the properties of Llano del Nogalo and El Valle. In 2022, the El Pima property was sold to an unrelated party for $50,000.

   8. La Union, Sonora, Mexico

      The Company has a 100% exploration concession interest in certain portions of the La Union Property and an option to acquire 100% interest in others as noted below:

      YEAR	PAYMENTS	LA FAMOSA
      1	August 31, 2022	$10,000 (paid)
      2	August 31, 2023	$15,000 (paid)
      3	August 31, 2024	$25,000 (paid)
      4	August 31, 2025	$50,000
      5	August 31, 2026	$75,000
      TOTAL		$175,000

      On May 6, 2025, the Company entered into a definitive option agreement with Questcorp Mining Inc. ("Questcorp") for the exploration of 2,520.2 hectare La Union project located in Sonora, Mexico. The Company is expected to become a shareholder of Questcorp with an initial 9.9% equity interest. Under the agreement, Questcorp can acquire 100% interest in the project by fulfilling the following terms and granting the Company a 2.5% net smelter royalty on commercial production:

      Due date	Cash payment	Share issuance	Exploration expenditures
      Within two business days of the date of agreement	$25,000 (paid)	N/A	N/A
      On the effective date (1)	N/A	9.9% (2)	N/A
      On or before the 1st anniversary of the effective date	N/A	14.9% (2)(3)	$1,000,000
      On or before the 2nd anniversary of the effective date	$25,000	19.9% (2)(3)	$1,250,000
      On or before the 3rd anniversary of the effective date	$25,000	19.9% (2)(3)	$1,500,000
      On or before the 4th anniversary of the effective date	$25,000	19.9% (2)(3)	$1,750,000
      Total	$100,000	19.9% (2)(3)	$5,500,000

      (1) "Effective Date" means the date on which Questcorp delivers to the Vendor a copy of the written approval of the Canadian Securities Exchange in respect of the transactions contemplated by the Option Agreement.

      (2) Issuable within the fifth business day after the applicable date.

      (3) Expressed as a cumulative total percentage of the undiluted issued and outstanding common shares of Questcorp as of the applicable payment date, and assuming Riverside has not previously disposed of any common shares.

      Subsequently on May 7, 2025, the Company received $25,000 cash payment from Questcorp and 6,285,722 common shares, representing 9.9% of Questcorp's issued and outstanding shares as of May 20, 2025 (see Note 5).

      On May 27, 2025, the Company also received $351,262 (US$250,000) cash payment from Questcorp as reimbursement of previous years' cost incurred in maintaining the land and taxes.

   9. Northwestern Ontario, Canada

      In April 2019, the Company acquired a 100% interest in the Oakes, Longrose, Pichette and Vincent projects in Northwestern Ontario, Canada. In July 2020, the Company expanded and acquired a 100% interest in the High Lake (Kenora) project in Western Ontario, Canada.

      On August 29, 2024, the Company signed an option agreement wherein the Company may acquire up to 100% interest in the Clist Lake property located in Ontario, Canada. Under the agreement, the Company is granted a sole and exclusive right and option to acquire up to 100% interest in the said property by making the following cash payments and incurring the following exploration expenditures as follows:

      Due date	Cash	Exploration expenditures
      Upon signing of Agreement (August 29, 2024)	$25,000 (paid)	-
      On or before the 1st anniversary (August 29, 2025)	$25,000	$50,000
      On or before the 2nd anniversary (August 29, 2026)	$25,000	$50,000
      On or before the 3rd anniversary (August 29, 2027)	$50,000	$150,000
      On or before the 4th anniversary (August 29, 2028)	$75,000	$150,000
      On or before the final anniversary (August 29, 2029)	$300,000	-

      Except for the first payment upon signing of the agreement, the above cash payments are optional, and the Company maintains the right to accelerate payments at any time.

      On May 22, 2025, the Company completed the Arrangement and transferred its 100% interest of the gold resource at the Ontario Properties to Blue Jay as previously mentioned in Note 4. In connection with the Arrangement, the Company received 14,956,693 common shares of Blue Jay with a value of $1,720,020. There were $2,391,550 historical capitalized costs associated with this project transferred to Blue Jay.

   10. Southern British Columbia, Canada

On May 3, 2023, the Company signed a Letter Agreement (LA) wherein the Company may acquire up to 100% interest in the Elly-Anika and Chilco projects located in British Columbia, Canada. Under the LA, the Company is granted a sole and exclusive right and option to acquire up to 100% interest in the said property by making the following cash payments and incurring the following exploration expenditures as follows:

During the year ended September 30, 2024, the Company decided not to continue with further exploration of the project and chose to cancel the agreement and write off all costs incurred related to this project in the amount of $251,858.

On September 29, 2023, the Company signed a LA wherein the Company may acquire up to 100% interest in the Deer Park and Sunrise projects located in British Columbia, Canada. Under the LA, the Company is granted a sole and exclusive right and option to acquire up to 100% interest in the said property by making the following cash payments and incurring the following exploration expenditures as follows:

On August 7, 2024, the Company signed an option agreement wherein the Company may acquire up to 100% interest in the Taft property located in British Columbia, Canada. Under the agreement, the Company is granted a sole and exclusive right and option to acquire up to 100% interest in the said property by making the following cash payments and incurring the following exploration expenditures as follows:

The Company also has a 100% ownership interest in Revel project which was acquired through staking.

1. Accounts payable and accrued liabilities

   Accounts payable and accrued liabilities consist of payables to vendors. The breakdowns of accounts payable and accrued liabilities are as follows:

   June 30,

   2025

   September 30,

   2024

   Payables to vendors $ 101,445 $ 139,833

2. Exploration advances

   Exploration advances are related to Cecilia and Union projects. Refer to Note 9 for further details.

   June 30,

   2025

   September 30,

   2024

   Exploration advances $ 544,924 $ 686,094

   Exploration Earn-In Option Agreement with Fortuna

   On April 24, 2024, the Company received US$613,705 as exploration advances from Fortuna for the exploration activities of Cecilia project. Subsequently, on August 9, 2024, the Company received another US$837,061 for the continuation of the exploration activities of this project.

   During the nine months ended June 30, 2025, the Company received a total of US$582,223 from Fortuna for the continuation of the exploration activities of this project.

   During the nine months ended June 30, 2025, the Company recognized $69,859 ($156,126 - September 30, 2024) as operational fee recovery relating to activities of the Agreement.

   Exploration Option Agreement with Questcorp

   On May 27, 2025, the Company received $157,600 as exploration advances from Questcorp for the initial stage of exploration activities of Union project.

3. Capital stock and reserves

   The authorized capital stock of the Company consists of an unlimited number of common and preferred voting shares without nominal or par value.

   Issued and outstanding

   Shares issued for the nine months ended June 30, 2025

   There were no shares issued for the nine months ended June 30, 2025. Shares issued for the nine months ended June 30, 2024

   On January 17, 2024, the Company issued 335,000 bonus shares at a fair value of $40,200 to certain executive officers and consultants of the Company in accordance with the Company's shareholder approved bonus share plan.

   Share purchase and finders' warrants

   There were no activities that occurred during the nine months ended June 30, 2025 and 2024.

   Bonus share plan

   The Company has a bonus share plan ("Bonus Plan") that enables the directors to approve the issuance of bonus shares to employees, officers, directors, and consultants of the Company. The Bonus Plan puts the number of bonus shares that may be issued under the Bonus Plan to be 400,000 common shares per year. During the six months ended March 31, 2025, nil bonus shares (September 30, 2024 - 335,000) were issued under this plan. The share-based expense associated with bonus shares granted during the year ending September 30, 2024, amounted to $40,200, calculated based on the fair market value at the grant date.

   Stock options

   The Company has established a rolling stock option plan ("Option Plan") enabling the directors to grant options to employees, officers, directors, and consultants of the Company. From time to time, shares may be reserved by the Board, in its discretion, for options under the Option Plan, provided that the total number of shares reserved for issuance by the Board shall not exceed 10% of the issued and outstanding listed shares (on a non-diluted basis) less that portion of the 400,000 that may be issued as bonus shares that have not been so issued as at the date of grant. Options are non-assignable and may be granted for a term not exceeding that permitted by the Exchange, currently ten years. All stock options issued are subject to vesting terms. Options issued to directors, vest in the amount of 33% every six months from the date of grant; and options issued to officers and/or consultants vest between 12 and 24 months depending on date of grant and nature of service. The exercise price of each option equals the market price, minimum price, or discounted market price of the Company's shares as calculated on the date of grant.

   Share-based payments relating to options vested during the nine months ended June 30, 2025, using the Black-Scholes option pricing model was $112,067 (September 30, 2024 - $131,410), of which $nil was associated with the incremental fair value of stock options repriced as a result of the Arrangement. The associated share-based payment expense for the options granted was calculated based on the following weighted average assumptions:

   	June 30, 2025	September 30, 2024
   Forfeiture rate	0.00%	0.00%
   Estimated risk-free rate	2.66%	3.51%
   Expected volatility	88.47%	90.10%
   Estimated annual dividend yield	0.00%	0.00%
   Expected life of options	5 years	5 years
   Fair value per option granted	$ 0.13	$ 0.12

   The number and weighted average exercise prices of the stock options are as follows:

   	Number of options	Weighted average exercise price
   Outstanding options, September 30, 2023	4,060,000	$ 0.19
   Expired	(415,000)	$ 0.13
   Granted	1,725,000	$ 0.12
   Forfeited	(940,000)	$ 0.14
   Cancelled	(640,000)	$ 0.30
   Outstanding options, September 30, 2024	3,790,000	$ 0.14
   Expired	(665,000)	$ 0.11
   Granted	1,450,000	$ 0.13
   Cancelled	(165,000)	$ 0.19
   Outstanding options, June 30, 2025	4,410,000	$ 0.11

   On January 17, 2024, the Company granted 1,725,000 incentive stock options (the "Options") to certain directors, officers, and consultants of the Company. The Options are exercisable at $0.12 per share for a period of five years from the date of grant. Options granted to individuals in their capacity as a director vest in three equal instalments over 18 months and Options granted to officers and consultants vest in four equal instalments over 12 months.

   On February 4, 2025, the Company granted 1,450,000 incentive stock options (the "Options") to certain directors, officers, and consultants of the Company. The Options are exercisable at $0.13 per share for a period of five years from the date of grant. Options granted to individuals in their capacity as a director vest in three equal instalments over 18 months and Options granted to officers and consultants vest in four equal instalments over 12 months.

   During the nine months ended June 30, 2025, 665,000 stock options (September 30, 2024 - 415,000) expired unexercised.

   During the nine months ended June 30, 2025, 165,000 stock options were cancelled (September 30, 2024 - 640,000) and nil stock options (September 30, 2024 - 940,000) were forfeited.

   As at June 30, 2025, the Company has outstanding stock options exercisable as follows:

   Expiry date	Number of options outstanding	Weighted average remaining life in years	Exercise Price*	Number of options exercisable
   October 19, 2025	305,000	0.30	$ 0.18	305,000
   November 17, 2026	635,000	1.38	$ 0.10	635,000
   September 2, 2027	660,000	2.18	$ 0.08	660,000
   January 17, 2029	1,410,000	3.55	$ 0.07	1,310,000
   February 4, 2030	1,400,000	4.60	$ 0.08	287,500
   	4,410,000			3,197,500

   *According to the Arrangement with Blue Jay on May 22, 2025, each Riverside Option was exchanged for one Riverside Replacement Option to acquire one New Riverside Share and one Blue Jay Option to acquire 0.20 of a Blue Jay Share. As a result, the above exercise prices have been properly reflected in the new Riverside Replacement Option prices.

4. Related party transactions

   The Company had the following transactions with related parties:

   Payee / Payer	Nature of transactions	Period ending June 30,	Fees ($)	Amount payable at period end ($)
   Arriva Management Inc.	Management and consulting fees (i)	2025 2024	211,000 174,600	Nil Nil
   GSBC Financial Management Inc.	Management and consulting fees (i)	2025 2024	72,000 72,000	Nil Nil
   FT Management Inc.	Management and consulting fees (i) and Rent (ii)	2025 2024	133,200 133,200	Nil Nil
   Omni Resource Consulting Ltd.	Consulting fees (i)	2025 2024	37,500 90,000	Nil Nil
   Bryan Wilson*	Director fees	2025 2024	9,000 1,710	Nil Nil
   James Ladner	Director fees	2025 2024	9,000 9,000	Nil Nil
   Walter Henry	Director fees	2025 2024	9,000 9,000	Nil Nil
   Wendy Chan*	Director fees	2025 2024	n/a 7,322	n/a Nil

   * On May 10, 2024, Bryan Wilson was elected as director of the Company at the AGM and Wendy Chan did not stand for re-election.

   The remuneration of related parties during the nine months ended June 30 are as follows:
   	2025	2024
   Directors' fees	$ 27,000	$ 27,032
   Management and consulting fees (i)	453,700	469,800

   Share-based payments 65,795 88,455

   $ 546,495 $ 585,287

   1. Management and consulting fees of the key management personnel for the nine months ended June 30, 2025, were allocated as follows: $170,550 (2024 - $170,550) expensed to consulting fees, $194,800 (2024 - $238,950) capitalized to exploration and evaluation assets and $44,700 (2024 - $16,650) capitalized to exploration work performed for alliances that will be reimbursed.

   2. During the nine months ended June 30, 2025, the Company incurred rent expense of $43,650 (2024 - $43,650) for shared office spaces with FT Management Inc., a company controlled by a spouse of an officer of the Company.

5. Segmented information

The Company operates in one business segment, the exploration of exploration and evaluation assets and prospect generation. The Company's exploration activities are centralized whereby management of the Company is responsible for business results and the everyday decision-making. Geographical information is as follows:

The significant non-cash transactions for the nine months ended June 30, 2025, were as follow:

1. The Company received 6,285,722 Questcorp shares valued at $1,382,859 which was recognized as recovery in the Exploration and evaluation assets (see Note 5).

The significant non-cash transactions for the nine months ended June 30, 2024, were as follow:

1. Included in the accounts payable was $19,133 in exploration and evaluation asset expenditures.

2. The Company received 575,000 Southern Empire shares valued at $25,875 and was fully recognized as other income (Note 5).

1. Capital management

   The Company manages its capital structure and adjusts it, based on the funds available to the Company, to support the acquisition and exploration of exploration and evaluation assets. In the management of capital, the Company includes components of shareholders' equity. The Board of Directors does not establish quantitative return on capital criteria for management but rather relies on the expertise of the Company's management to sustain future development of the business. The properties in which the Company currently has an interest are in the exploration stage as such the Company is dependent on external financing to fund activities. To carry out planned exploration and pay for administrative costs, the Company will spend its existing working capital and raise additional funds as needed. The Company will continue to assess new properties and seek to acquire an interest in additional properties if it feels there is sufficient geologic or economic potential and if it has adequate financial resources to do so. The Company is not currently subject to externally imposed capital requirements.

   There were no changes in the Company's approach to capital management during the nine months ended June 30, 2025.

2. Financial instruments

   Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the relative reliability of the inputs used to estimate the fair values. The three levels of the fair value hierarchy are:

   Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities.

   Level 2 - Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and Level 3 - Inputs that are not based on observable market data.

   The fair value of the Company's cash and cash equivalents, receivables, accounts payable, and government loan approximate carrying value, which is the amount recorded on the statements of financial position. The fair value of the Company's public company short-term investments is based on level 1 quoted prices in active markets for identical assets and liabilities. Financial instruments valued at level 3 inputs consist of the Company's private company short-term investments. The key assumptions driving the valuation of the private company short-term investments include but are not limited to the value of completed financings by the investee.

   The Company's risk exposures and the impact on the Company's financial instruments are summarized below:

   Credit risk

   Credit risk is the risk of loss associated with a counterparty's inability to fulfill its payment obligations. The Company's cash and cash equivalents are held with major financial institutions in Canada and Mexico which management believes the risk of loss to be remote. Receivables consist of tax refunds from the Federal Government of Canada and Mexico, in which regular collection occurs. The Company believes its credit risk is equal to the carrying value of this balance.

   Liquidity risk

   The Company's approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due. As at June 30, 2025, the Company had cash and cash equivalents of $4,157,545 to settle current liabilities of $1,838,173. The Company believes it has sufficient funds to meet its current liabilities as they become due.

   Interest rate risk

   The Company has interest-bearing cash balances. The interest earned on cash balances approximates fair value rates, and the Company is not at significant risk to fluctuating interest rates. The Company's current policy is to invest excess cash in investment-grade short-term deposit certificates issued by its banking institutions. The Company periodically monitors the investments it makes and is satisfied with the credit ratings of its banks. As of June 30, 2025, the Company had investments in short-term deposit certificates of $23,000.

   Price risk

   The Company is exposed to price risk with respect to commodity and equity prices. Equity price risk is defined as the potential adverse impact on the Company's earnings due to movements in individual equity prices or general movements in the level of the stock market. Commodity price risk is defined as the potential adverse impact on profit or loss and economic value due to commodity price movements and volatilities. The Company closely monitors commodity prices of gold, silver and copper, individual equity movements, and the stock market to determine the appropriate course of action to be taken by the Company.

   The Company currently maintains short-term investments, which include marketable securities (Note 5). There can be no assurance that the Company can exit these positions if required, resulting in proceeds approximating the carrying value of these securities.

   Foreign currency risk

   The Company is exposed to foreign currency risk on fluctuations related to cash and cash equivalents, receivables, and accounts payable and accrued liabilities that are denominated in US dollars (US) and Mexican pesos.

   Sensitivity analysis

   The Company operates in Mexico and is exposed to risk from changes in the US dollar and the Mexican peso. A simultaneous 10% fluctuation in the US dollar and Mexican peso against the Canadian dollar would affect loss for the period by $355,347.

   The Company holds marketable securities and is exposed to risk from changes in the share price of the marketable securities. A simultaneous 5% fluctuation in share prices would affect short-term investments and loss for the period by approximately

   $63,550.

3. Mexico tax liability

   During the year ended September 30, 2019, the Company received a final verdict of a lawsuit against the Government of Mexico. The funds provided by the Company to its wholly owned subsidiary Riverside Resources Mexico S.A. de C.V. ("RRM") in fiscal 2010 were deemed to be income. The Mexican tax authority passed a decision to impose a lien on RRM's assets and a tax penalty of $1,131,026 (MXN16,445,464) on RRM. Accordingly, the Company recorded a tax penalty totaling

   $1,131,026. The Mexican tax authority has not enforced the lien, and the lien does not impede RRM's ability to carry out its business operations.

   As at June 30, 2025, the Company adjusted the provisional liability to $1,191,804 (September 30, 2024 - $1,129,636) as a result of the foreign exchange movement.

4. Subsequent event

On July 21, 2025, the Company received another $500,000 from Questcorp Mining Inc. for the continuation of the exploration activities of Union project.