Orla Mining Ltd. — Proxy Solicitation & Information Statement 2025

May 16, 2025

RIO SILVER INC.
c/o 1600 – 595 Burrard Street
Vancouver, British Columbia, V7X 1L4
Telephone: 604.908.4734

NOTICE OF 2025 ANNUAL GENERAL AND SPECIAL MEETING

TAKE NOTICE that the Annual General and Special Meeting (the "Meeting") of the shareholders of Rio Silver Inc. (the "Company") will be held at Suite 430 – 605 Robson Street, Vancouver, British Columbia, V6B 5J3, on Thursday, June 12, 2025 at the hour of 10:00 a.m. (Vancouver time) for the following purposes:

1. To receive and consider the audited financial statements of the Company for the period ended December 31, 2024, and the report of the auditors thereon;
2. To appoint MNP LLP, Chartered Accountants, as auditor for the Company for the ensuing year, at a remuneration to be fixed by the directors, as more particularly described under the heading "Appointment and Remuneration of Auditors", in the accompanying Information Circular;
3. To fix the number of directors for the ensuing year at four (4);
4. To elect directors for the ensuing year;
5. To pass a special resolution to consolidate the Company's issued common shares on the basis of five (5) pre-consolidation common shares for one (1) post-consolidation common share, as more particularly described under the heading "Particulars of Other Matters To Be Acted Upon – Consolidation of Common Share Capital Without a Name Change" in the accompanying Information Circular.
6. To ratify, confirm and approve the Company’s stock option plan dated April 30, 2012, as amended June 26, 2014; and
7. To transact such other business as may be properly transacted at the Meeting or at any adjournment thereof.

If you are unable to attend the Meeting in person, please read the Notes accompanying the Instrument of Proxy enclosed herewith and then complete and return the Proxy within the time set out in the Notes. As set out in the Notes, the enclosed Proxy is solicited by management, but you may amend it, if you so desire, by striking out the names listed therein and inserting in the space provided, the name of the person you wish to represent you at the Meeting.

DATED at Vancouver, British Columbia, this 12th day of May, 2025.

BY ORDER OF THE BOARD OF DIRECTORS

"Christopher Verrico"

Christopher Verrico,
President, CEO and a Director