Riverside Resources Inc. — M&A Activity 2025

Feb 7, 2025

FORM 51-102F3

MATERIAL CHANGE REPORT

Item 1: Name and Address of Company

Riverside Resources Inc. (the "Company")
550 – 800 West Pender Street,
Vancouver, BC V6C 2V6

Item 2: Date of Material Change

January 27, 2025

Item 3: News Release

A news release with respect to the material change referred to in this report was disseminated by Newsfile Corp. on January 28, 2025 and filed under the Company’s profile on SEDAR+ at www.sedarplus.ca.

Item 4: Summary of Material Change

On January 28, 2025, the Company announced that the Company entered into a definitive arrangement agreement (the "Arrangement Agreement") with Blue Jay Gold Corp. ("Blue Jay"), a subsidiary of the Company, in respect of the spin-out of its Pichette, Oakes and Duc projects (collectively, the "Ontario Gold Projects") located in Ontario, Canada, to its shareholders by way of a share capital reorganization effected through a statutory plan of arrangement (the "Arrangement") pursuant to arrangement provisions of the Business Corporations Act (British Columbia)(the "Act").

Item 5: Full Description of Material Change

5.1 Full Description of Material Change

On January 28, 2025, the Company and Blue Jay, a subsidiary of the Company, entered into the Arrangement Agreement in respect of the spin-out of the Ontario Gold Projects to the shareholders of Riverside (the "Riverside Shareholders") by way of the Arrangement.

Under the Arrangement, Riverside will distribute common shares in the capital of Blue Jay (each, a "Blue Jay Share") to the Riverside Shareholders by way of a share exchange, pursuant to which each existing common share in the capital of Riverside (each, a "Riverside Share") will be exchanged for one new common share in the capital of Riverside (each, a "New Riverside Share") and 1/5th of one Blue Jay Share. Holders of stock options of Riverside ("Riverside Options") will be entitled to receive the same number of New Riverside Shares and 1/5th of that number of Blue Jay Shares, upon exercise thereof. On completion of the Arrangement, Riverside Shareholders and holders of Riverside Options will maintain their interest in Riverside and will obtain a proportionate interest in Blue Jay.

The reorganization will be effected pursuant to section 289 of the Act, and must be approved by the Supreme Court of British Columbia and by the affirmative vote of 66 2/3% of Riverside Shareholders in attendance at the Riverside Shareholders’ meeting to be held on March 31, 2025 (the "Meeting"). Riverside will apply for a listing of the Blue Jay Shares on the TSX Venture Exchange (the "TSX-V"). These steps mirror the process Riverside followed when creating, spinning out, distributing and listing Capital Silver Corp. (formerly, Capitan Mining Inc.). Similarly, Riverside Shareholders received shares in the new company while retaining their full ownership of Riverside Shares.

Riverside expects that the Arrangement will increase shareholder value by allowing capital markets to ascribe value to the Ontario Gold Projects through Blue Jay independently of the royalties and other properties held by Riverside. The spin-out described herein is expected to provide new and existing Riverside Shareholders with more flexibility as to their specific investment strategy and risk profile. Riverside also believes that having a separately funded early-exploration business will accelerate development of the Ontario portfolio. As currently contemplated, Riverside will retain a 2.0% net smelter return royalty on each of Blue Jay’s properties.

LEGAL_1:90719391.2

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Completion of the Arrangement is subject to a number of conditions, including the following:

(a) Riverside shareholder approval at the Meeting;
(b) the approval of the Supreme Court of British Columbia;
(c) TSX-V approval for the Arrangement by Riverside;
(d) TSX-V approval for the listing of the Blue Jay Shares upon completion of the Arrangement; and
(e) completion by Blue Jay of a private placement to raise gross proceeds of up to $4,000,000.

Upon completion of the Arrangement, it is intended that the senior management of Blue Jay will consist of Geordie Mark, as the Chief Executive Officer, Robert Scott, as the Chief Financial Officer, and Freeman Smith, as the Vice-President, Exploration. Blue Jay's board of directors will consist of Geordie Mark, John-Mark Staude (Chairman) and one or more additional directors. Changes and additions to the management team and board will be made as needed as the Ontario Gold Projects progress.

5.2 Disclosure for Restructuring Transactions

Not applicable. Additional details of the spin-out transaction will be included in an information circular to be mailed to shareholders of Riverside in February 2025 in connection with the Meeting. The foregoing description of the Arrangement Agreement is qualified in its entirety by the full text of the Arrangement Agreement, which is available under the Company’s profile on SEDAR+ at www.sedarplus.ca. The Arrangement is expected to close in the first half of 2025.

Item 6: Reliance on subsection 7.2 of National Instrument 51-102

Not applicable.

Item 7: Omitted Information

Not applicable.

Item 8: Executive Officer

The following executive officer of the Company is knowledgeable about the material change disclosed in this report and may be contacted as follows:

John-Mark Staude
Chief Executive Officer
Telephone: 778.327.6671

Item 9: Date of Report

February 7, 2025

LEGAL_1:90719391.2

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FORWARD-LOOKING STATEMENTS

Certain statements in this material change report may be considered forward-looking information. These statements can be identified by the use of forward-looking terminology (e.g., "expect", "estimates", "intends", "anticipates", "believes", "plans" or variations of such words and phrases or statements that certain actions, events or results "will" occur). Forward-looking statements in this material change report include, but are not limited to, statements regarding the completion of the Arrangement; the completion of the conditions of the Arrangement; the listing of the Blue Jay Shares on the TSX-V; the proposed board of directors and management team of Blue Jay; the effects of the Arrangement on Riverside and Blue Jay; the net smelter return royalty to be granted to Riverside in respect of Blue Jay's properties; the completion of the Meeting; and the expected closing date of the Arrangement.

Such forward-looking information involves known and unknown risks -- including the conditions of the Arrangement not being met; the Arrangement not being completed; the availability of funds; the results of financing and exploration activities; unanticipated costs, expenses, or liabilities associates with the Arrangement; the interpretation of exploration results and other geological data; or unanticipated costs and expenses and other risks identified by Riverside in its public securities filings that may cause actual events to differ materially from current expectations. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Riverside does not undertake to update any forward-looking statements, except as may be required by applicable securities laws.

LEGAL_1:90719391.2