Riverside Resources Inc. — AGM Information 2021

Mar 11, 2021

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Riverside Resources Inc.

(the “Company”)

Voting Instruction Form (“VIF”)

Annual General Meeting to be held on April 7, 2021 at 11:00 a.m. (PST) 550-800 W Pender St, Vancouver BC, V6C 2V6

(the “Meeting”) Proxies must be received by 11:00a.m. (PST) on April 5, 2021

Proxies must be received by11:00a.m.(PST) onApril 5, 2021	Proxies must be received by11:00a.m.(PST) onApril 5, 2021
VOTING METHOD
INTERNET	Go to**https://css.olympiatrust.com/pxlogin**and enter the 12-digit control number shownon reverse.
EMAIL	proxy@olympiatrust.com
FACSIMILE	(403) 668-8307
MAIL	Olympia Trust CompanyPO Box 128, STN MCalgary, AB T2P 2H6Attn: Proxy Dept.

The undersigned hereby appoints John-Mark Staude, CEO of the Company, or failing Rob Scott, CFO, or failing Jeff Dare, Corporate Secretary of the Company (the “Management Nominees”), or instead of any of them, the following Appointee

Please print appointee name

as proxyholder on behalf of the undersigned with the power of substitution to attend, act and vote for and on behalf of the undersigned in respect of all matters that may properly come before the Meeting and at any adjournment(s) or postponement(s) thereof, in accordance with voting instructions, if any, provided below.

- SEE VOTING GUIDELINES ON REVERSE -

RESOLUTIONS – MANAGEMENT VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT

1. Number of Directors	FOR	AGAINST
To set the number of directors to be elected at the Meeting at five (5).		
2. Election of Directors	FOR	WITHHOLD
a)John-Mark Staude		
b)Brian Groves		
c)James Clare		
d)Walter Henry		
e)Carol Ellis		
3. Appointment of Auditors	FOR	WITHHOLD
Appointment of Davidson & Company LLP, Chartered Professional Accountants as Auditors of theCompany for the ensuing year and authorizing the Directors to fix their remuneration		
4. Stock Option Plan	FOR	AGAINST
To approve the Company’s stock option plan as described in the Company’s Information Circular.		

This VIF revokes and supersedes all earlier dated proxies and MUST BE SIGNED

PLEASE PRINT NAME

PLEASE PRINT NAME Signature of registered owner(s) Date (MM/DD/YYYY) Request for Financial Statements In accordance with securities regulations, security holders may elect to receive Annual Financial Statements, Interim Financial Statements and MD&As. Instead of receiving the financial statements by mail, you may choose to view these documents on SEDAR at www.sedar.com. I am currently a security holder of the Company and as such request the following: Interim Financial Statements with MD&A – Check the box to the Annual Financial Statements with MD&A – Check the box to right if you would like to RECEIVE interim financial statements and the right if you would like to DECLINE to receive the Annual accompanying Management’s Discussion & Analysis by mail. Financial Statements and accompanying Management’s Discussion and Analysis by mail.

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Voting Instruction Form ("VIF") – Guidelines and Conditions

1. THIS VIF IS SOLICITED BY MANAGEMENT OF THE COMPANY.

2. THIS VIF SHOULD BE READ IN CONJUNCTION WITH THE MEETING MATERIALS PRIOR TO VOTING.

1. 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 on the reverse. 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.

2. Each security holder has the right to appoint a person other than the Management Nominees specified herein to represent them at the Meeting or any adjournment or postponement thereof. Such right may be exercised by inserting in the space labeled “ Please print appointee name ”, the name of the person to be appointed, who need not be a security holder of the Company.

3. To be valid, this VIF should be signed in the exact manner as the name appears on the VIF. If the VIF is not dated, it is deemed to bear the date of its mailing to the security holders of the Company.

4. To be valid, this VIF must be filed using one of the voting methods and must be received by Olympia Trust Company before the date noted on the reverse, 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.

5. Guidelines for proper execution of the VIF are available at www.stac.ca. Please refer to the proxy protocol.