Rift Valley Resources Corp. — AGM Information 2021

Oct 27, 2021

RIFT VALLEY RESOURCES CORP.

Security Class : Common Shares

FORM OF PROXY

Annual General & Special Meeting to be held on Tuesday November 23, 2021

This Form of Proxy is solicited by and on behalf of Management.

Notes to proxy

Every holder has the right to appoint some other person or company of their choice, who need not be a holder, to attend and act on their behalf at the meeting or any adjournment or postponement thereof. If you wish to appoint a person or company other than the persons whose names are printed herein, please insert the name of your chosen proxyholder in the space provided.

If the securities are registered in the name of more than one owner (for example, joint ownership, trustees, executors, etc.), then all those registered should sign this proxy. If you are voting on behalf of a corporation or another individual you must sign this proxy with signing capacity stated, and you may be required to provide documentation evidencing your power to sign this proxy.

This proxy should be signed in the exact manner as the name(s) appear(s) on the proxy.

If this proxy is not dated, it will be deemed to bear the date on which it is mailed by Management to the holder.

If you appoint the Management Nominees to vote your securities, they will vote in accordance with your instructions or, if no instructions are given, in accordance with the Management Voting Recommendations highlighted for each Resolution overleaf. If you appoint someone else to vote your securities, they will also vote in accordance with your instructions or, if no instructions are given, as they in their discretion choose.

This proxy confers discretionary authority in respect of amendments or variations to matters identified in the Notice of Meeting or other matters that may properly come before the meeting or any adjournment or postponement thereof.

This proxy should be read in conjunction with the accompanying documentation provided by Management.

Proxies submitted must be received by 11:00 am, Vancouver Time, on Friday November 19, 2021, or in the case of any adjournment or postponement of the Meeting not less than 48 hours (Saturdays, Sundays and holidays excepted) before the time of the adjourned or postponed meeting.

Proxies submitted must be received by 11:00 am, Vancouver Time, on Friday November 19, 2021, or in the case of any adjournment or postponement of the Meeting not less than 48 hours (Saturdays, Sundays and holidays excepted) before the time of the adjourned or postponed meeting.	Proxies submitted must be received by 11:00 am, Vancouver Time, on Friday November 19, 2021, or in the case of any adjournment or postponement of the Meeting not less than 48 hours (Saturdays, Sundays and holidays excepted) before the time of the adjourned or postponed meeting.
VOTING METHODS
MAIL or HAND DELIVERY	National Securities Administrators Ltd. 702 – 777 Hornby Street Vancouver, BC V6Z 1S4
FACSIMILE – 24 Hours a Day	604-559-8908
EMAIL	proxy@transferagent.ca
ONLINE	As listed on Form of Proxy or Voter Information Card

If you vote by FAX, EMAIL or On-Line, DO NOT mail back this proxy.

Voting by mail, fax or by email are the only methods by which a holder may appoint a person as proxyholder other than the Management nominees named on the reverse of this proxy.

RIFT VALLEY RESOURCES CORP.

Appointment of Proxyholder

I/We, being holder(s) ofRift Valley		Print the name of the person you are
Resources Corp.hereby appoint:	OR	appointing if this person is someone other
Griffin Jones, CEO,or, failing him,		than the Management Nominee listed
Ward Munsie, CFO		herein.

as my/our proxyholder with full power of substitution and to attend, act and to vote for and on behalf of the shareholder in accordance with the following direction (or if no directions have been given, as the proxyholder sees fit) and all other matters that may properly come before the Annual General and Special Meeting of shareholders of Rift Valley Resources Corp. to be held at 838 West Hastings Street, Suite 700, Vancouver, B.C. on November 23, 2021 at 11:00 am, Vancouver Time, and at any adjournment or postponement thereof.

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.

1. Number of Directors
To set the number of directors at five (5).		For	Against

	2. Election of Directors
	To set the number of directors at five (5).		For	Withhold
	a. Griffin Jones
	b. Ward Munsie
	c. Donald Gordon
	d. Thomas Kennedy
	e. Nadwynn Sing
	3. Appointment of Auditors
a. To confirm, ratify and approve the remuneration paid to and appointment of Davidson & Company LLP as the auditors of the Company for each of the financial years ended December 31, 2020, December 31, 2019, and December 31, 2018			For	Withhold
b. To approve the appointment of Davidson & Company LLP as the auditors of the Company for the ensuing year and authorizing the Directors to fix their remuneration.

a. To confirm, ratify and approve the remuneration paid to and appointment of Davidson For Withhold & Company LLP as the auditors of the Company for each of the financial years ended December 31, 2020, December 31, 2019, and December 31, 2018

b. To approve the appointment of Davidson & Company LLP as the auditors of the Company for the ensuing year and authorizing the Directors to fix their remuneration.

4. Re-approval of Stock Option Plan
To ratify, confirm and approve by ordinary resolution the Company’s existing		For	Against	Withhold
10% rolling stock option plan, in the form of resolution set out in the management information circular prepared for the meeting.
5. Approval of New 2021 Stock Option Plan
To ratify, confirm and approve by ordinary resolution, in the form of		For	Against	Withhold
resolution set out in the management information circular prepared for the meeting, the adoption of a new 15% rolling stock option plan, as described in detail in the management information circular prepared for the meeting.

RIFT VALLEY RESOURCES CORP.

6. Ratification of Previous Acts and Deed
To ratify and approve all previous acts and deeds by the directors.			For	Against
7. Other
7. Other
To transact such other business as may properly come before the meeting.			For	Against

Authorized Signature(s) – This section must be completed for your instructions to be executed.

Signature(s)

I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any proxy previously given with respect to the Meeting. If no voting instructions are indicated above, this Proxy will be voted as recommended by Management.

Print Name(s) & Signing Capacity(ies), if applicable

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Date (MM-DD-YY) THIS PROXY MUST BE DATED