Mr. Todd Hilditch reports

RILEY GOLD CLOSES OVERSUBSCRIBED PRIVATE PLACEMENT INCLUDING LEAD ORDER FROM KINROSS

Riley Gold Corp. has closed its private placement, as previously announced on March 14, 2024, and March 20, 2024. Riley Gold has issued 10 million units at 15 cents per unit for total gross proceeds of $1.5-million.

Under the private placement, Kinross Gold Corp. subscribed for 2,217,815 units, representing a 9.9-per-cent ownership interest in the company on a partially diluted basis including share purchase warrants. Each Kinross investment unit comprises one common share of the company and one share purchase warrant. Each Kinross warrant will entitle Kinross Gold to purchase for a period of 60 months one additional share at an exercise price of 25 cents.

The remaining private placement units 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.

The private placement included participation by insiders of the company in the aggregate amount of 3,037,185 units. The participation in the placement by these insiders constitutes a related party transaction within the meaning of Policy 5.9 of the TSX Venture Exchange and Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions. In connection with the participation by the insiders, the company relied upon the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 set forth in sections 5.5(a) and 5.7(1)(a) of MI 61-101 on the basis that the fair market value (as determined under MI 61-101) of the participation did not exceed 25 per cent of the market capitalization of the company (as determined under 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. In connection with the closing of the private placement, the company paid finders' fees totalling $25,568. The private placement and finders' fees are subject to regulatory approval.

We seek Safe Harbor.