Mr. Todd Hilditch reports

RILEY GOLD EXECUTES US$20 MILLION EARN-IN AGREEMENT WITH KINROSS GOLD ON ITS PWC GOLD PROJECT (NEVADA)

Riley Gold Corp. has entered into an exploration and venture option agreement with Kinross Gold U.S.A. Inc., a wholly owned subsidiary of Kinross Gold Corp., granting Kinross the right to earn up to a 75-per-cent interest in Riley Gold's Pipeline West/Clipper gold project (PWC) by spending a minimum of $20-million (U.S.). PWC is located in Lander county, Nevada, and consists of approximately 24.7 square kilometres in the heart of the significant gold-producing Cortez district (Battle Mountain-Eureka trend). Kinross will assume operatorship of the project immediately as well as take a strategic 9.9-per-cent (on a partially diluted basis) equity interest in the company through a private placement.

"We are excited to partner with Kinross on our PWC project. Their global proven track record speaks for itself as well as specific regional expertise that includes ownership and operations of two gold mines in Nevada (Round Mountain and Bald Mountain). Our PWC project is within the Cortez district that has a significant history of gold production and current reserves. PWC adjoins Nevada Gold Mines LLC, a joint venture between Barrick Gold Corp. and Newmont Corp., that has current production within their Cortez/Pipeline complex. We look forward to significant exploration efforts by Kinross at PWC beginning this spring," commented Todd Hilditch, chief executive officer of Riley Gold.

Agreement highlights:

• Reimbursement of expenditures: Within 60 days, Kinross will reimburse a total of $104,355 (U.S.) to Riley Gold for 2023/2024 landholding costs.
• First earn-in right: Kinross will assume operatorship of the project and can earn an initial 60-per-cent interest in PWC by incurring a minimum of $10-million (U.S.) in qualifying work expenditures, subject to upward adjustment in accordance with the agreement, within five years as follows:
  • $1.5-million (U.S.) in guaranteed work expenditures on or before 18 months following execution of the agreement which shall include a minimum of 2,200 metres of core drilling (within three geographically distinct targets);
  • An additional $2.5-million (U.S.) in work expenditures on or before third anniversary of the effective date;
  • An additional $2-million (U.S.) in work expenditures on or before fourth anniversary of the effective date;
  • An additional $4-million (U.S.) in work expenditures on or before fifth anniversary of the effective date.
• Second earn-in right: Kinross shall have the right to earn an additional 15-per-cent interest in PWC (for a total 75-per-cent interest) by incurring a minimum $10-million (U.S.) in qualifying work expenditures within an additional two-year period following exercise of the initial earn-in option.
• Project technical committee: A project technical committee to be formed including members of both Riley Gold and Kinross.
• Joint venture: Upon exercise of the initial earn-in option, a Nevada limited liability company (the LLC) will be formed through which Kinross and Riley Gold will hold their respective interests in PWC. Upon exercise or termination of the second earn-in option, Kinross and Riley Gold will finance the continuing operations of the LLC in accordance with their proportionate interests, subject to standard dilution.
• Dilution provision: Should Riley Gold's interest in the LLC be diluted to 10 per cent or less, the company's interest will be converted to a 2-per-cent net smelter return royalty.

Private placement

The company also announces a non-brokered private placement of up to eight million units at 15 cents per unit for total gross proceeds of up to $1.2-million. Under the private placement, Kinross Gold will subscribe for a 9.9-per-cent ownership interest in the company on a partially diluted basis including share purchase warrants. Additionally, Kinross will have the right, until such time as it holds less than a 3.5-per-cent interest in Riley Gold, to maintain, on a pro rata basis, its percentage ownership interest in the company up to a maximum of 19.9 per cent should Riley Gold undertake any future equity offerings.

Each Kinross investment unit will comprise one common share of the company and one share purchase warrant. Each Kinross warrant will entitle Kinross to purchase for a period of 60 months one additional share at an exercise price of 25 cents. If, at any time during the warrant term, Kinross terminates the agreement, any unexercised Kinross warrants shall immediately expire and terminate concurrently with the termination of the agreement.

The remaining private placement units will comprise one share and one share purchase warrant. Each warrant will entitle the holder to purchase for a period of 24 months one additional share at an exercise price of 25 cents.

It is expected that certain directors and officers of the company will participate in the private placement and are related parties within the meaning of Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions of the Canadian Securities Administrators. The participation of certain directors and officers in the private placement will constitute a related party transaction under MI 61-101. The company intends to rely upon exemptions from the formal valuation and minority approval requirements of MI 61-101.

All securities issued under the private placement will be subject to a hold period of four months and one day from the closing date. The company may pay finders' fees in cash. The private placement and finders' fees are subject to regulatory approval.

Net proceeds of the private placement will be used for project exploration and general working capital purposes.

About PWC

PWC constitutes a very prospective exploration property for Carlin-type, disseminated and replacement gold deposits. PWC consists of a land package totalling approximately 24.7 square km of unpatented mining claims and patented fee lands adjoining Nevada Gold Mines (a joint venture amongst Barrick Gold Corp. and Newmont Mining). PWC is situated along the Cortez structural zone of the exceptionally productive Cortez trend within the Battle Mountain-Eureka trend in north-central Nevada.

About Riley Gold Corp.

Riley Gold is an exploration and development company focused in Nevada, United States, with assets that include the Pipeline West/Clipper project located in the Battle Mountain-Eureka trend (within the Cortez district) and the Tokop gold project located within the Walker Lane trend. Riley Gold's founders and leadership team have a proven record of maximizing shareholder value during each phase of the mining life cycle: exploration, development and production.

We seek Safe Harbor.