Rio Silver Inc. — Proxy Solicitation & Information Statement 2026

May 16, 2026

RIO SILVER INC.
534 San Remo Drive
Port Moody, British Columbia, V3H 4K4
Telephone: 604.762.4448

NOTICE OF 2026 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 Friday, June 12, 2026 at the hour of 11:00 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, 2025, 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 consider, and if deemed advisable, to approve, with or without variation, an ordinary resolution ratifying the adoption of a new form of security based compensation plan, as more particularly described in the accompanying Information Circular; and
6. 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 6th day of May, 2026.

BY ORDER OF THE BOARD OF DIRECTORS

"Christopher Verrico"

Christopher Verrico,
President, CEO and a Director