Riversgold : Notice of Extraordinary General Meeting/Proxy Form

RIVERSGOLD LTD ACN 617 614 598

NOTICE OF EXTRAORDINARY GENERAL MEETING

An Extraordinary General Meeting of the Company will be held as follows:

Time and date: In-person:

3 pm (WST) on Thursday, 19 May 2022

at the offices of the Company, at Suite 23, 513 Hay Street, Subiaco, Western Australia

THE COMPANY IS TAKING PRECAUTIONS TO FACILITATE AN IN PERSON MEETING IN ACCORDANCE WITH COVID-19 RESTRICTIONS. IF THE SITUATION IN RELATION TO COVID-19 CHANGES IN A WAY AFFECTING THE ABILITY TO FACILITATE AN IN PERSON MEETING, THE COMPANY WILL PROVIDE

AN UPDATE AHEAD OF THE MEETING BY WAY OF AN ASX ANNOUNCEMENT.

This Notice of Extraordinary General Meeting (Notice) should be read in its entirety. If Shareholders are in doubt as to how to vote, they should seek advice from their accountant, solicitor or other professional advisor prior to voting.

Should you wish to discuss any matter, please do not hesitate to contact the Company Secretary by telephone on [phone].

Shareholders are urged to attend or vote by lodging the proxy form attached to this Notice.

Riversgold Ltd ACN 617 614 598

Notice of Extraordinary General Meeting

Notice is hereby given that a extraordinary general meeting of Shareholders of Riversgold Ltd (Company) will be held at the offices of the Company at Suite 23, 513 Hay Street, Subiaco, Western Australia on Thursday, 19 May 2022 at 3 pm (WST) (Meeting).

The Explanatory Memorandum provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and the Proxy Form, form part of the Notice.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 5 pm (WST) on Tuesday, 17 May 2022.

Terms and abbreviations used in the Notice are defined in Schedule 1.

Agenda

Resolution 1 - Ratification of prior issue of Tranche 1 Placement Shares

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

"That, pursuant to and in accordance with Listing Rule 7.4, and for all other purposes, Shareholders ratify the issue of 42,957,270 Tranche 1 Placement Shares on the terms and conditions set out in the Explanatory Memorandum."

A voting exclusion statement applies to this Resolution. Please see below.

Resolution 2 - Approval to issue Tranche 2 Placement Shares

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

"That, pursuant to and in accordance with Listing Rule 7.1, and for all other purposes, Shareholders approve the issue of 14,098,421 Tranche 2 Placement Shares on the terms and conditions set out in the Explanatory Memorandum."

A voting exclusion statement applies to this Resolution. Please see below.

Resolution 3 - Approval to issue Director Placement Shares

To consider and, if thought fit, to pass, with or without amendment, each of the following as a separate, ordinary resolution:

"That, pursuant to and in accordance with Listing Rule 10.11, and for all other purposes, Shareholders approve the issue of:

• (a) 6,000,000 Placement Shares to Mr David Lenigas (or his nominees);

• (b) 598,353 Placement Shares to Mr Xavier Braud (or his nominees);

• (c) 2,941,177 Placement Shares to Mr Simon Andrew (or his nominees); and

• (d) 2,522,426 Placement Shares to Mr Simon Bolster (or his nominees),

on the terms and conditions set out in the Explanatory Memorandum."

A voting exclusion statement applies to this Resolution. Please see below.

Resolution 1 - Ratification of prior issue of Tranche 1 Placement Shares	By or on behalf of any person who participated in the issue of the Tranche 1 Placement Shares, or any associate of that person or those persons.
Resolution 2 - Approval of issue of Tranche 2 Placement Shares	By or on behalf of any person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue of Tranche 2 Placement Shares, (except a benefit solely by reason of being a holder of ordinary securities) or any associate of that person or those persons.

Resolution 4 - Ratification of prior issue of Deposit Shares

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

"That, pursuant to and in accordance with Listing Rule 7.4, and for all other purposes, Shareholders ratify the issue of 17,647,059 Deposit Shares to EV Minerals (or its nominees) on the terms and conditions in the Explanatory Memorandum."

A voting exclusion statement applies to this Resolution. Please see below.

Resolution 5 - Approval to issue Milestone Shares

To consider and, if thought fit, to pass, with or without amendment, the following resolution as a special resolution:

"That, pursuant to and in accordance with Listing Rule 7.1, article 2.4 of the Constitution and section 246B of the Corporations Act, and for all other purposes, Shareholders approve the issue of Milestone Shares on the terms and conditions in the Explanatory Memorandum."

Resolution 6 - Approval to issue Incentive Options to Director - Mr David Lenigas

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

"That, pursuant to and in accordance with Listing Rule 10.11, and for all other purposes, Shareholders approve the issue of 20,000,000 Incentive Options to Mr David Lenigas (or his nominees) on the terms and conditions in the Explanatory Memorandum."

A voting exclusion statement applies to each of these Resolutions. Please see below.

Voting Exclusions

In accordance with Listing Rule 14.11, the Company will disregard any votes cast in favour of the Resolutions by the following persons:

Resolution 3(a) - Approval	By or on behalf of Mr David Lenigas (and his nominees), and any other
of issue of Director	person who will obtain a material benefit as a result of the proposed
Placement Shares - Mr	issue (except a benefit solely by reason of being a holder of ordinary
David Lenigas	securities in the entity), or any associate of that person or those
persons.
Resolution 3(b) - Approval	By or on behalf of Mr Xavier Braud (and his nominees), and any other
of issue of Director	person who will obtain a material benefit as a result of the proposed
Placement Shares - Mr	issue (except a benefit solely by reason of being a holder of ordinary
Xavier Braud	securities in the entity), or any associate of that person or those
persons.
Resolution 3(c) - Approval	By or on behalf of Mr Simon Andrew (and his nominees), and any other
of issue of Director	person who will obtain a material benefit as a result of the proposed
Placement Shares - Mr	issue (except a benefit solely by reason of being a holder of ordinary
Simon Andrew	securities in the entity), or any associate of that person or those
persons.
Resolution 3(d) - Approval	By or on behalf of Mr Simon Bolster (and his nominees), and any other
of issue of Director	person who will obtain a material benefit as a result of the proposed
Placement Shares - Mr	issue (except a benefit solely by reason of being a holder of ordinary
Simon Bolster	securities in the entity), or any associate of that person or those
persons.
Resolution 4 - Ratification	By or on behalf of EV Minerals (and its nominees) or any associate
of prior issue of Deposit	of that person or those persons.
Shares
Resolution 6 - Approval of	By or on behalf of EV Minerals (and its nominees), and any other
issue of Milestone Shares	person who will obtain a material benefit as a result of the proposed
issue (except a benefit solely by reason of being a holder of
ordinary securities in the entity), or an associate of that person or
those persons.
Resolution 6 - Approval of	By or on behalf of Mr David Lenigas (and his nominees), and any
issue of Incentive Options	other person who will obtain a material benefit as a result of the
to Director - Mr David	proposed issue (except a benefit solely by reason of being a holder
Lenigas	of ordinary securities in the entity), or an associate of that person
or those persons.

The above voting exclusions do not apply to a vote cast in favour of the relevant Resolution by:

• (a) a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or

• (b) the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or

• (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

(i)the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and

(ii)the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Voting prohibitions

Resolutions 3(a), (b), (c) and (d) and 6: In accordance with section 250BD of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

• (a) the proxy is either a member of the Key Management Personnel or a Closely Related Party of such member; and

• (b) the appointment does not specify the way the proxy is to vote on the Resolution.

However, the above prohibition does not apply if:

• (a) the proxy is the Chair; and

• (b) the appointment expressly authorises the Chair to exercise the proxy even though the Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

Further, in accordance with section 224 of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by or on behalf of a related party of the Company to whom the Resolution would permit a financial benefit to be given, or an associate of such a related party.

However, the above prohibition does not apply if:

(a) it is cast by a person as a proxy appointed by writing that specifies how the proxy is to vote on the Resolution; and

(b)it is not cast on behalf of a related party of the Company to whom the Resolution would permit a financial benefit to be given, or an associate of such a related party.

Please note: If the Chair is a person referred to in the section 224 Corporations Act voting prohibition statement above, the Chair will only be able to cast a vote as proxy for a person who is entitled to vote if the Chair is appointed as proxy in writing and the Proxy Form specifies how the proxy is to vote on the relevant Resolution.

If you purport to cast a vote other than as permitted above, that vote will be disregarded by the Company (as indicated above) and you may be liable for breaching the voting restrictions that apply to you under the Corporations Act.

BY ORDER OF THE BOARD

Oonagh Malone

Company Secretary Riversgold Ltd Dated: 19 April 2022