RIVERSGOLD LIMITED — Capital/Financing Update 2021

Mar 7, 2021

ASX: RGL Announcement

8 March 2021

==> picture [58 x 35] intentionally omitted <==

Issue of Unquoted Options

Riversgold Limited ( Riversgold or Company ) advises that pursuant to the Proposed Issue of Securities lodged with ASX on 5 March 2021, the Company has now issued the following unquoted options:

• 3,000,000 unquoted options exercisable at $0.081 each expiring on 12 August 2023

There is no consideration payable and the options were issued under the Company’s capacity under Listing Rule 7.1.

Terms and conditions pertaining to the options are set out in Appendix 1.

This announcement has been authorized for release by the Company Secretary of Riversgold Limited.

For further information, please contact:

Oonagh Malone Company Secretary (08) 6143 6747

==> picture [596 x 10] intentionally omitted <==

A: Suite 23, 513 Hay Street, Subiaco WA 6008 P: +61 (8) 6143 6747 E: info@riversgold.com.au W: www.riversgold.com.au

ASX: RGL Announcement

8 March 2021

==> picture [58 x 35] intentionally omitted <==

Appendix 1: Terms and Conditions of Options

• (a) Entitlement : Each Incentive Option ( Option ) entitles the holder to subscribe for one Share upon exercise of the Option.

• (b) Exercise Price : The amount payable upon exercise of each Option is $0.081 ( Exercise Price ).

• (c) Expiry Date : Each Option will expire at 5:00 pm (WST) on 12 August 2023 ( Expiry Date) . An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

• (d) Exercise Period : The Options are exercisable at any time prior to the Expiry Date ( Exercise Period ), after which the Options will lapse.

• (e) Notice of Exercise : The Options may be exercised during the Exercise Period by notice in writing to the Company in the manner specified on the Option certificate ( Notice of Exercise and payment of the Exercise Price for each Option being exercised in Australian currency by electronic funds transfer or other means of payment acceptable to the Company.

• (f) Exercise Date : A Notice of Exercise is only effective on and from the later of the date of receipt of the Notice of Exercise and the date of receipt of the payment of the Exercise Price for each Option being exercised in cleared funds ( Exercise Date ).

• (g) Timing of issue of Shares on exercise : Within 10 Business Days after the Exercise Date, the Company will:

  • i. issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Notice of Exercise and for which cleared funds have been received by the Company;

  • ii. if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and

  • iii. if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options.

If a notice delivered under paragraph (g)ii for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, the Company must, no later than 20 Business Days after becoming aware of such notice being ineffective, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things

==> picture [596 x 10] intentionally omitted <==

A: Suite 23, 513 Hay Street, Subiaco WA 6008 P: +61 (8) 6143 6747 E: info@riversgold.com.au W: www.riversgold.com.au

ASX: RGL Announcement

8 March 2021

==> picture [58 x 35] intentionally omitted <==

necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors.

• (h) Shares issued on exercise : Shares issued on exercise of the Options rank equally with the then issued shares of the Company.

• (i) Reconstruction of capital : If at any time the issued capital of the Company is reconstructed, all rights of an Optionholder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.

• (j) Participation in new issues : There are no participation rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options without exercising the Options.

• (k) Change in exercise price : An Option does not confer the right to a change in Exercise Price or a change in the number of underlying securities over which the Option can be exercised.

• (l) Transferability : The Options are transferable subject to any restriction or escrow arrangements imposed by ASX or under applicable Australian securities laws.

==> picture [596 x 10] intentionally omitted <==

A: Suite 23, 513 Hay Street, Subiaco WA 6008 P: +61 (8) 6143 6747 E: info@riversgold.com.au W: www.riversgold.com.au