Riverside Resources Inc.

THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.

LETTER OF TRANSMITTAL

for Deposit of Common Shares

of

This Letter of Transmittal is for use by registered holders (“ Riverside Shareholders ”) of common shares (“ Riverside Shares ”) of Riverside Resources Inc. (“ Riverside ”) in connection with the proposed court-approved arrangement (the “ Arrangement ”) involving Riverside and Capitan Mining Inc. (“ Capitan ”) pursuant to a plan of arrangement (the “ Plan of Arrangement ”) to be considered at the annual and special meeting of the Riverside Shareholders to be held on March 31, 2020, or any adjournment(s) or postponement(s) thereof (the “ Meeting ”). Riverside Shareholders are referred to the Notice of Meeting and management information circular dated February 25, 2020 (collectively, the “ Information Circular ”) prepared in connection with the Meeting that accompanies this Letter of Transmittal. The terms and conditions of the Arrangement and the Plan of Arrangement are incorporated by reference in this Letter of Transmittal and capitalized terms used but not defined in this Letter of Transmittal that are defined in the Information Circular have the meanings set out in the Information Circular. You are encouraged to carefully review the Information Circular in its entirety.

COMPUTERSHARE INVESTOR SERVICES INC. (THE “DEPOSITARY”) (SEE LAST PAGE FOR ADDRESS AND TELEPHONE NUMBER) OR YOUR BROKER OR OTHER FINANCIAL ADVISOR WILL BE ABLE TO ASSIST YOU IN COMPLETING THIS LETTER OF TRANSMITTAL

This Letter of Transmittal is for use by registered Riverside Shareholders only and is not to be used by beneficial holders of Riverside Shares (“Beneficial Shareholders”). A Beneficial Shareholder does not have Riverside Shares registered in its name; rather, such Riverside Shares are held by an intermediary or clearing agency such as CDS Clearing and Depository Services Inc. If you are a Beneficial Shareholder, you should contact your intermediary for instructions and assistance in delivering your certificate(s) representing Riverside Shares and receiving consideration for such Riverside Shares.

On the Effective Date, all right, title and interest of the Riverside Shareholders in the Riverside Shares will be transferred to Riverside and the Riverside Shareholders (other than Dissenting Shareholders) will receive, in exchange for each Riverside Share held, one (1) new common share of Riverside (each a “New Riverside Share”) and 0.2767 common shares of Capitan (each whole share, a “Capitan Spinout Share”). No fractional Capitan Spinout Shares will be issued to any person pursuant to the Plan of Arrangement. All fractional amounts arising under the Plan of Arrangement will be rounded down to the next whole number without any compensation therefor. Subject to the approval of the Arrangement by the Riverside Securityholders, the Supreme Court of British Columbia and certain other conditions described in the Information Circular, the Effective Date is anticipated to be shortly after the Meeting. See the Information Circular for details.

In order for Riverside Shareholders to receive the certificates or DRS Advice Statements representing the New Riverside Shares and Capitan Shares in exchange for their Riverside Shares, Riverside Shareholders are required to deposit the certificate(s) representing the Riverside Shares held by them with the Depositary. This Letter of Transmittal, properly completed and duly executed, together with all other required documents, must accompany all certificates (if applicable) for Riverside Shares deposited pursuant to the Arrangement.

All Riverside Shareholders must complete Box “E”. Each U.S. Person (as defined below) should complete and submit IRS Form W-9. See Instruction 6. Each Riverside Shareholder who provides an address in Box “A” or Box “B” that is located within the United States or any territory or possession thereof and is not a U.S. Person should complete and submit the appropriate IRS Form W-8. See Instruction 6. If you require a Form W-8, please contact the Depositary.

Please read the Information Circular and the instructions set out herein carefully before completing this Letter of Transmittal. Delivery of this Letter of Transmittal to an address other than as set forth herein will not constitute valid delivery. If Riverside Shares are registered in different names, a separate Letter of Transmittal must be submitted for each different registered owner. See Instruction 2.

The undersigned: (a) understands that whether or not the undersigned delivers the required documentation to the Depositary, as of the Effective Date, the undersigned will cease to hold Riverside Shares and, subject to the ultimate expiry identified below, will have the right to receive certificates or DRS Advice Statements representing the New Riverside Shares and Capitan Shares to which the undersigned is entitled under the Arrangement; and (b) acknowledges and agrees that failure to surrender any certificates (if applicable), which, prior to the Effective Date, represented issued and outstanding Riverside Shares with all other instruments required by this Letter of Transmittal, on or prior to the sixth anniversary of the Effective Date will result in a loss of any right to receive the New Riverside Shares and Capitan Shares and any claim or interest of any kind or nature against Riverside, Capitan or the Depositary.

Notice to U.S. Shareholders

The New Riverside Shares and Capitan Shares to be issued and distributed pursuant to the Arrangement have not been and will not be registered under the United States Securities Act of 1933, as amended (the “ U.S. Securities Act ”) or any applicable securities laws of any state of the United States, and are being issued in reliance on the Section 3(a)(10) Exemption on the basis of the approval of the Court, which will consider, among other things, the fairness of the Arrangement to securityholders of Riverside, and in reliance on similar exemptions from registration or qualification under any applicable securities laws of any state of the United States. The solicitation of proxies made pursuant to the Information Circular is not subject to the requirements of Section 14(a) of the United States Securities Exchange Act of 1934, as amended (the “ U.S. Exchange Act ”), by virtue of an exemption applicable to proxy solicitations by “foreign private issuers” (as defined in Rule 3b-4 under the U.S. Exchange Act). The U.S. Securities Act imposes restrictions on the resale of securities received pursuant to the Arrangement by persons who will be “affiliates” of Riverside and Capitan after the Effective Time or who have been affiliates of Riverside or Capitan within 90 days before the Effective Time. Section 3(a)(10) of the U.S. Securities Act does not exempt the issuance of underlying securities upon the exercise of securities that were previously issued pursuant to Section 3(a)(10) of the U.S. Securities Act.

TO: RIVERSIDE RESOURCES INC. AND TO: CAPITAN MINING INC. AND TO: COMPUTERSHARE INVESTOR SERVICES INC., THE DEPOSITARY

In connection with the Arrangement being considered for approval at the Meeting, the undersigned hereby deposits with the Depositary for transfer upon the Arrangement becoming effective, the enclosed certificate(s) representing Riverside Shares, details of which are as follows:

ares, details of which are as follows:	ares, details of which are as follows:	ares, details of which are as follows:

(Please print or type. NOTE: If the space provided is insufficient, please attach a list to this Letter of Transmittal in the below form.)
Certificate Number(s) / DRS Account Number(s)	Name in Which Registered	Number of Riverside Shares



TOTAL:

□ Some or all of my Riverside Share certificates have been lost, stolen or destroyed ( Check box if applicable ). Please review item 8 of the “Instructions” for the procedure to replace lost or destroyed certificates.

It is understood that, upon receipt of this Letter of Transmittal duly completed and signed, the certificate(s) representing the Riverside Shares deposited herewith (the “ Deposited Shares ”) and any other required documentation, and following the Effective Date, the Depositary will send to the undersigned, in accordance with the delivery instructions provided in Box “A”, certificates or DRS Advice Statements representing the New Riverside Shares and Capitan Shares which the undersigned is entitled to receive pursuant to the Arrangement or if requested by the undersigned, hold such certificates or DRS Advice Statements for pick-up in accordance with the instructions set out below, and the certificate(s) representing the Deposited Shares will forthwith be cancelled.

The undersigned holder of Riverside Shares covenants, represents and warrants in favour of Riverside and Capitan that: (i) the undersigned has received the Information Circular; (ii) the undersigned is the registered holder of the Deposited Shares; (iii) the Deposited Shares are owned by the undersigned free and clear of all hypothecs, mortgages, pledges, assignments, liens, charges, security interests, encumbrances, adverse rights, claims, other third person interests or encumbrances of any kind, whether contingent or absolute, and any agreement, option, right or privilege (whether by law, contract or otherwise) capable of becoming any of the foregoing; (iv) the undersigned has full power and authority to execute and deliver this Letter of Transmittal and to deposit, sell, assign, transfer and deliver the Deposited Shares and that when certificates or DRS Advice Statements representing the New Riverside Shares and Capitan Shares are delivered or made available for pick-up in accordance with the undersigned’s instructions, none of Riverside or Capitan, or any affiliate thereof or successor thereto will be subject to any adverse claim in respect of such Deposited Shares; (v) all information inserted into this Letter of Transmittal by the undersigned is complete, true and accurate; (vi) the Deposited Shares have not been sold, assigned or transferred, nor has any agreement been entered into to sell, assign or transfer any such Deposited Shares to any other person; (vii) the surrender of the Deposited Shares complies with applicable laws; (viii) unless the undersigned shall have revoked this Letter of Transmittal by notice in writing given to the Depositary by no later than 5:00 p.m. (Vancouver time) on the business day preceding the date of the Meeting, or, if the Meeting is adjourned or postponed, by no later than 5:00 p.m. (Vancouver time) on the business day preceding the date of the reconvened Meeting, the undersigned will not, prior to such time, transfer or permit to be transferred any of such Deposited Shares; and (ix) the delivery of the certificates or DRS Advice Statements representing the New Riverside Shares and Capitan Shares pursuant to the Arrangement will discharge any and all obligations of Riverside, Capitan and the Depositary with respect to the matters contemplated by this Letter of Transmittal. The undersigned further represents that all information provided by the undersigned is true, accurate and complete and covenants and agrees to execute, upon request, any additional documents, transfers and other assurances as may be necessary or desirable to complete the exchange of share certificate(s) representing Riverside Shares for certificates or DRS Advice Statements representing the New Riverside Shares and Capitan Shares pursuant to the Arrangement. The covenants, representations and warranties of the undersigned herein contained survive the completion of the Arrangement.

The undersigned revokes any and all authority, other than as granted in this Letter of Transmittal and except with respect to any proxy deposited with respect to the Meeting, whether as agent, attorney-in-fact, proxy or otherwise, previously conferred or agreed to be conferred by the undersigned at any time with respect to the Deposited Shares and no subsequent authority,

whether as agent, attorney-in-fact, proxy or otherwise, will be granted with respect to the Deposited Shares. Each authority conferred or agreed to be conferred by the undersigned in this Letter of Transmittal shall survive the death or incapacity of the undersigned and any obligation of the undersigned hereunder shall be binding upon the heirs, personal representatives, legal representatives, successors and assigns of the undersigned.

The undersigned agrees that all questions as to validity, form, eligibility (including timely receipt) and acceptance of any Riverside Shares surrendered in connection with the Arrangement shall be determined by Riverside and the Depositary in their sole discretion and that such determination shall be final and binding and acknowledges that there is no duty or obligation upon Riverside, the Depositary or any other person to give notice of any defect or irregularity in any such surrender of Riverside Shares and no liability will be incurred by any of them for failure to give any such notice.

The undersigned hereby acknowledges that the delivery of the certificates (if applicable) representing the Deposited Shares shall be effected and the risk of loss and title to such certificates (if applicable) shall pass only upon proper receipt thereof by the Depositary. The undersigned will, upon request, execute any signature guarantees or additional documents deemed by the Depositary to be reasonably necessary or desirable to complete the transfer of the Deposited Shares.

The undersigned surrenders to Riverside, effective at the Effective Time, all right, title and interest in and to the Deposited Shares and irrevocably appoints and constitutes the Depositary lawful attorney of the undersigned, with full power of substitution to deliver the certificates (if applicable) representing the Deposited Shares pursuant to the Arrangement and to effect the transfer of the Deposited Shares on the books of Riverside.

The undersigned instructs the Depositary to mail the certificates or DRS Advice Statements representing the New Riverside Shares and Capitan Shares to which the undersigned is entitled pursuant to the Arrangement, in exchange for the duly completed Letter of Transmittal and the Deposited Shares, as soon as practicable following the later of the Effective Date and the date of the deposit of the Letter of Transmittal and the certificates (if applicable) representing the Deposited Shares, together with all other required documents, with the Depositary, by first-class mail, postage prepaid, to the undersigned, or to hold such certificates or DRS Advice Statements representing the New Riverside Shares and Capitan Shares in exchange for the Deposited Shares for pick-up, in accordance with the instructions given below.

It is understood that the undersigned will not receive certificates or DRS Advice Statements representing the New Riverside Shares and Capitan Shares to which the undersigned is entitled in respect of the Deposited Shares until the Arrangement is consummated, and will not thereafter receive such certificates or DRS Advice Statements until the certificate(s) representing the Deposited Shares owned by the undersigned are received by the Depositary at the address set forth on the back of this Letter of Transmittal, together with a duly completed Letter of Transmittal and such additional documents as the Depositary may require, and until the same are processed by the Depositary. It is understood that under no circumstances will interest accrue or be paid in respect of the Deposited Shares in connection with the Arrangement.

This Letter of Transmittal and accompanying documentation may be revoked by notice in writing to the Depositary at any time up to two business days prior to the Effective Time, in which case this Letter of Transmittal and all accompanying documentation will be returned forthwith to the undersigned.

By reason of the use of the undersigned of an English language form of Letter of Transmittal, the undersigned shall be deemed to have required that any contract evidenced by the Arrangement as entered into through this Letter of Transmittal, as well as any documents related thereto, be drawn exclusively in the English language. En raison de l’utilisation d’une version anglaise de la presente lettre d’envoi, le soussigne, ce dernier et les destinataires sont reputes avoir demande que tout contrat atteste par /’arrangement, telle qu’il est accepte au moyen de cette lettre d’envoi, de meme que tous les documents qui s’y rapportant, soient rediges exclusivement en anglais.

If the Arrangement is not completed or proceeded with, the enclosed certificate(s) and all other ancillary documents will be returned, as soon as possible, to the undersigned at the address set out below in Box “A” or Box “B” or, failing such address being specified and provided that Box “C” has not been completed, to the undersigned at the last address of the undersigned as it appears on the securities register of Riverside.

This Letter of Transmittal shall be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein.

Before signing this Letter of Transmittal and Election Form, please review carefully and complete all boxes, as appropriate.

BOX B SPECIAL DELIVERY INSTRUCTIONS To be completed ONLY if the CERTIFICATES/ DRS ADVICE STATEMENTS REPRESENTING NEW OREX SHARES AND SPINCO SHARES to which the undersigned is entitled under the Arrangement is to be sent to someone other than the person shown in Box A or to an address other than the address shown in Box A Same address as Box A; or

BOX A BOX B ISSUE CERTIFICATES/DRS ADVICE STATEMENTS IN THE NAME OF: (please print or type) Same address as Box A; or (Name) (Street Address and Number) (Name) (City and Province or State) (Street Address and Number) (Country and Postal/Zip Code) (City and Province or State) (Telephone – Business Hours) (Country and Postal/Zip Code) (Social Insurance, Social Security Number or Tax Identification Number) (Email Address)

BOX C – SPECIAL PICK-UP INSTRUCTIONS HOLD FOR PICK-UP AT THE OFFICE OF THE DEPOSITARY

BOX D LOST CERTIFICATES

If your lost certificate(s) forms part of an estate or trust, or are valued at more than CAD $200,000.00, please contact Computershare for additional instructions. Any person who, knowingly and with intent to defraud any insurance company or other person, files a statement of claim containing any materially false information or conceals for the purpose of misleading, information concerning any fact material thereto, commits a fraudulent insurance act, which is a crime. Premium Calculation: (the “ Originals ”) X CAD $0.0054 = Premium Payable $ ___ NOTE: Payment NOT required if premium is less than $5.00 The option to replace your certificate by completing this Box “D” will expire on May 28, 2020. After this date, shareholders must contact Computershare for alternative replacement options. I enclose my certified cheque, bank draft or money order payable to Computershare Investor Services Inc. STATEMENT OF LOST CERTIFICATES: The undersigned (solitarily, jointly and severally, if more than one) represents and agrees to the following: (i) the undersigned is (and, if applicable, the registered owner of the Original(s), at the time of their death, was) the lawful and unconditional owner of the Original(s) and is entitled to the full and exclusive possession thereof; (ii) the missing certificate(s) representing the Original(s) have been lost, stolen or destroyed, and have not been endorsed, cashed, negotiated, transferred, assigned, pledged, hypothecated, encumbered in any way, or otherwise disposed of; (iii) a diligent search for the certificate(s) has been made and they have not been found; and (iv) the undersigned makes this Statement for the purpose of transferring or exchanging the Original(s) (including, if applicable, without probate or letters of administration or certification of estate trustee(s) or similar documentation having been granted by any court), and hereby agrees to surrender the certificate(s) representing the Original(s) for cancellation should the undersigned, at any time, find the certificate(s).

The undersigned hereby agrees, for myself and my heirs, assigns and personal representatives, in consideration of the transfer or exchange of the Original(s), to completely indemnify, protect and hold harmless Riverside Resources Inc., Capitan Mining Inc., Computershare Investor Services Inc., Aviva Insurance Company of Canada, each of their lawful successors and assigns, and any other party to the transaction (the “ Obligees ”), from and against all losses, costs and damages, including court costs and attorneys’ fees that they may be subject to or liable for in respect of the cancellation and/or replacement of the Original(s) and/or the certificate(s) representing the Original(s) and/ or the transfer or exchange of the Originals represented thereby, upon the transfer, exchange or issue of the Originals and/or a cheque for any cash payment. The rights accruing to the Obligees under the preceding sentence shall not be limited by the negligence, inadvertence, accident, oversight or breach of any duty or obligations on the part of the Obligees or their respective officers, employees and agents or their failure to inquire into, contest, or litigate any claim, whenever such negligence, inadvertence, accident, oversight, breach or failure may occur or have occurred. I acknowledge that a fee of CAD$0.0054 per lost Riverside Share is payable by the undersigned. Surety protection for the Obligees is provided under Blanket Lost Original Instruments/Waiver of Probate or Administration Bond No. 35900-16 issued by Aviva Insurance Company of Canada.

BOX E U.S. STATUS

All Riverside Shareholders must place an “X” in the applicable box below. See instruction 6.

The Riverside Shareholder is not a U.S. Shareholder, a person in the United States or a
person acting for the account or benefit of a U.S. Person or a person in the United States.
The Riverside Shareholder is a U.S. Shareholder, a person in the United States, or a person acting for the account or benefit of a U.S. Person or a person in the United States.

A “ U.S. Shareholder ” is any Riverside Shareholder that is either (a) providing an address in Box “A” or Box “B” that is located within the United States or any territory or possession thereof, or (b) a U.S. Person as described in Instruction 6. If you are a U.S. Shareholder or are acting on behalf of a U.S. Shareholder, then in order to avoid possible U.S. backup withholding you must complete the Form W-9 in Box “H” included below or otherwise provide certification that you are exempt from backup withholding, or provide the appropriate IRS Form W-8. If you require a copy of Form W-8, please contact the Depositary.

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BOX F BOX G
SIGNATURE GUARANTEE SIGNATURE
To be completed by all Riverside Shareholders
Signature guaranteed by:
(if required under Instruction 3) Date:
(Authorized Signature of Guarantor) Signature of Shareholder or Authorized Representative
(See Instruction 4)
Name of Guarantor (please print or type) Name of Shareholder (please print or type)
Address of Guarantor (please print or type) Taxpayer Identification, Social Insurance or Social Security Number
of Shareholder (please print or type)
Name of Authorized Representative, if applicable
(please print or type)
Area Code and Telephone Number Daytime telephone number of Shareholder or Authorized
Representative
Daytime facsimile number of Shareholder or Authorized
Representative
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BOX H – IRS Form W-9

[this is only a cover page]

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BOX I

CERTIFICATION OF AWAITING TAXPAYER IDENTIFICATION NUMBER

YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU WROTE “APPLIED FOR” IN PART I OF THE ATTACHED IRS FORM W-9.

I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (a) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate IRS Center or Social Security Administration Office, or (b) I intend to mail or deliver an application in the near future (as described in the instructions to IRS Form W-9). I understand that if I do not provide a TIN by the time of payment, 24% of the gross cash proceeds of such payment made to me may be withheld and such withheld amounts will be treated as having been paid to the persons with respect to whom such amounts were withheld.

Signature of U.S. Shareholder:

Date:

INSTRUCTIONS

1. Use of Letter of Transmittal

(a) Riverside Shareholders should read the accompanying Information Circular prior to completing this Letter of Transmittal. The terms and conditions of the Arrangement are incorporated by reference in this Letter of Transmittal and capitalized terms used but not defined in this Letter of Transmittal that are defined in the Information Circular have the meanings set out in the Information Circular.
(b) This Letter of Transmittal duly completed and signed together with accompanying certificate(s) representing Riverside Shares and all other required documents must be sent or delivered to the Depositary at the addresses specified on the last page of this Letter of Transmittal. In order to receive certificates or DRS Advice Statements representing the New Riverside Shares and Capitan Shares issuable under the Arrangement in exchange for the Riverside Shares, it is recommended that the foregoing documents be received by the Depositary at the address specified on the last page of this Letter of Transmittal as soon as possible.
(c) The method used to deliver this Letter of Transmittal and any accompanying certificate(s) representing Riverside Shares and all other required documents is at the option and risk of the holder surrendering them, and delivery will be deemed effective only when such documents are actually received by the Depositary. Riverside recommends that the necessary documentation be hand delivered to the Depositary at the address specified on the last page of this Letter of Transmittal, and a receipt obtained therefor; otherwise the use of registered mail with return receipt requested, and with proper insurance obtained, is recommended. Riverside Shareholders whose Riverside Shares are registered in the name of a broker, investment dealer, bank, trust company or other nominee should contact that nominee for assistance in delivering those Riverside Shares. Delivery to an office other than to the specified office does not constitute delivery for this purpose. Do not send the share certificate(s) or the Letter of Transmittal to Riverside or Capitan.
(d) Riverside reserves the right if it so elect in its absolute discretion to instruct the Depositary to waive any defect or irregularity contained in any Letter of Transmittal and/or accompanying documents received by it.
(e) If the certificates or DRS Advice Statements representing the New Riverside Shares and Capitan Shares are to be issued in the name of a person other than the person(s) signing this Letter of Transmittal or if the certificates or DRS Advice Statements are to be mailed to someone other than the person(s) signing this Letter of Transmittal or to the person(s) signing this Letter of Transmittal at an address other than that shown above, the appropriate boxes on this Letter of Transmittal should be completed (Box “A” and Box “B”).
(f) Any share certificate (if applicable) which immediately prior to the Effective Time represented outstanding Riverside Shares that is not deposited with all other required instruments on or prior to the sixth anniversary of the Effective Date shall cease to represent a claim or interest of any kind or nature as a shareholder of Riverside or Capitan. On such date, the certificates or DRS Advice Statements representing the New Riverside Shares and Capitan Shares to which the former Riverside Shareholder was ultimately entitled shall be deemed to have been surrendered for no consideration to Riverside or Capitan, as applicable. None of Riverside, Capitan or the Depositary shall be liable to any person in respect of any New Riverside Shares or Capitan Shares (or dividends, distributions and interest in respect thereof) delivered to a public official pursuant to any applicable abandoned property, escheat or similar law.

2. Signatures

This Letter of Transmittal must be completed, dated and signed in Box “G” by the holder of Riverside Shares or by such holder’s duly authorized representative (in accordance with Instruction 4).

(a) If this Letter of Transmittal is signed by the registered owner(s) of the accompanying certificate(s), such signature(s) on this Letter of Transmittal must correspond with the name(s) as registered or as written on the face of such certificate(s) without any change whatsoever, and the certificate(s) need not be endorsed. If such transmitted certificate(s) are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal.
(b) If this Letter of Transmittal is signed by a person other than the registered owner(s) of the accompanying certificate(s):
(i) such deposited certificate(s) must be endorsed or be accompanied by appropriate share transfer power(s) of attorney duly and properly completed by the registered owner(s); and
(ii) the signature(s) on such endorsement or power(s) of attorney must correspond exactly to the name(s) of the registered owner(s) as registered or as appearing on the certificate(s) representing the Riverside Shares and must be guaranteed as noted in Instruction 3.
(c) If any of the Deposited Shares are registered in different names on several certificates (if applicable), it will be necessary to complete, sign and submit as many separate Letters of Transmittal as there are different registrations of such Deposited Shares.

3. Guarantee of Signatures

No signature guarantee is required on this Letter of Transmittal if this Letter of Transmittal is signed by the registered owner(s) of Riverside Shares surrendered herewith. If this Letter of Transmittal is signed by a person other than the registered owner(s) of the Riverside Shares or, if the certificates or DRS Advice Statements representing New Riverside Shares and Capitan Shares are to be delivered to a person other than the registered owner(s) or sent to an address other than the address of the registered owner(s) as shown on the register of Riverside, such signature must be guaranteed by an Eligible Institution (as defined below), or in some other manner satisfactory to the Depositary.

An “ Eligible Institution ” means a Canadian Schedule I chartered bank, a member of the Securities Transfer Agents Medallion Program (STAMP), a member of the Stock Exchanges Medallion Program (SEMP) or a member of the New York Stock Exchange Inc. Medallion Signature Program (MSP). Members of these programs are usually members of a recognized stock exchange in Canada or the United States, members of the Investment Industry Regulatory Organization of Canada, members of the National Association of Securities Dealers or banks and trust companies in the United States.

4. Fiduciaries, Representatives and Authorizations

Where this Letter of Transmittal or any share transfer power(s) of attorney are executed by a person as an executor, administrator, trustee or guardian, or on behalf of a corporation, partnership or association or is executed by any other person acting in a representative capacity, such person should so indicate when signing and this Letter of Transmittal must be accompanied by satisfactory evidence of the authority to act. Riverside or the Depositary, at their discretion, may require additional evidence of authority or additional documentation.

5. Delivery Instructions

The certificates or DRS Advice Statements representing New Riverside Shares and Capitan Shares to be delivered in exchange for the Deposited Shares will be issued in the name of the person indicated in Box “A” or Box “B” and delivered to the address indicated in Box “A” or Box “B”, as the case may be. If the certificates or DRS Advice Statements representing New Riverside Shares and Capitan Shares are to be held for pick-up at the offices of the Depositary, complete Box “C”. If none of Box “A”, Box “B” nor Box “C” are completed, the certificates or DRS Advice Statements representing New Riverside Shares and Capitan Shares issued in exchange for the Deposited Shares will be issued in the name of the registered holder of the Deposited Shares and will be mailed to the address of the registered holder of the Deposited Shares as it appears on the securities register of Riverside. The certificates or DRS

Advice Statements representing New Riverside Shares and Capitan Shares mailed in accordance with this Letter of Transmittal will be deemed to be delivered at the time of mailing.

6. Tax Instructions for U.S. Shareholders

For purposes of this Letter of Transmittal, a “ U.S. Person ” is a beneficial owner of Riverside Shares that, for U.S. federal income tax purposes, is (a) an individual who is a citizen or resident of the U.S. (including a U.S. resident alien), (b) a corporation, partnership, other entity classified as a corporation or partnership for U.S. federal income tax purposes, or association that is created or organized in or under the laws of the United States, or any political subdivision thereof or therein, (c) an estate if the income of such estate is subject to U.S. federal income tax regardless of the source of such income, or (d) a trust if (i) such trust has validly elected to be treated as a U.S. person for U.S. federal income tax purposes, or (ii) a U.S. court is able to exercise primary supervision over the administration of such trust and one or more U.S. persons have the authority to control all substantial decisions of such trust.

In order to avoid backup withholding on any payment made with respect to the Riverside Shares pursuant to the Arrangement, you are required, if you are a U.S. Person or are acting on behalf of a U.S. Person, to provide your correct U.S. taxpayer identification number (“ TIN ”) (or the TIN of the person on whose behalf you are acting) on Box “H” - IRS Form W-9 and certify, under penalties of perjury, (1) that such TIN is correct (or that the holder is awaiting a TIN), (2) that (i) the holder is exempt from backup withholding; (ii) the holder has not been notified by the IRS that such holder is subject to backup withholding as a result of a failure to report all interest or dividends; or (iii) the IRS has notified the holder that such holder is no longer subject to backup withholding; and (3) that the holder is a U.S. person for U.S. federal income tax purposes (including a U.S. resident alien). If the correct TIN is not provided or if any other information is not correctly provided, such holder may be subject to penalties imposed by the IRS and payments made with respect to the Riverside Shares may be subject to backup withholding of 24%. The U.S. Person may be required to furnish the TIN of the registered owner of the Riverside Shares. The instructions on page 4 of the Form W-9 explain the proper certification to use if the Riverside Shares are registered in more than one name or are not registered in the name of the actual owner.

The TIN is generally the U.S. Social Security number or the U.S. federal identification number of the U.S. Person. The U.S. Person may specify on IRS Form W-9 that such U.S. Person has “Applied For” a TIN such U.S. Person has not been issued a TIN and has applied for a TIN or intends to apply for a TIN in the near future. In such event, the U.S. Person must also complete Box “I” - Certificate of Awaiting Taxpayer Identification Number in order to avoid backup withholding. If a U.S. Person completes the Certificate of Awaiting Taxpayer Identification Number, the Depositary may withhold 24% of the gross proceeds of any payment made to such U.S. Person prior to the time a properly certified TIN is provided to the Depositary, and if the Depositary is not provided with a TIN within sixty (60) days of the day the Depositary receives such IRS Form W-9, such amounts will be paid over to the IRS.

Certain U.S. Persons (including, among others, certain corporations, certain “not-for-profit” organizations, and certain nonU.S. persons) are exempt from backup withholding and reporting requirements. Such exempt holders should indicate their exempt status by entering in the correct “Exempt payee code” on line 4 in IRS Form W-9. See the instructions beginning on page 2 of the Form W-9 for additional instructions. Each Riverside Shareholder is urged to consult his or her own tax advisor to determine whether, in connection with the Arrangement, such holder is exempt from backup withholding and information reporting.

If you are not a U.S. Person, you may be subject to backup withholding on payments received pursuant to the Arrangement if you furnished in Box “A” or Box “B” an address which is located within the United States or any territory or possession thereof, unless you furnish the appropriate, properly completed and executed IRS Form W-8. If you require a Form W-8, please contact the Depositary.

Riverside reserves the right in its sole discretion to take whatever steps are necessary to comply with its obligations regarding backup withholding. Taxes withheld pursuant to the Arrangement will be treated for all purposes as having been paid to the persons with respect to whom such amounts were withheld.

- - Failure to provide the required information on the Form W 9 or to provide a Form W 8, as applicable, may subject the Riverside Shareholder to penalties imposed by the IRS and backup withholding of all or a portion of any payment received pursuant to the Arrangement. Serious penalties may be imposed for providing false information which, if willfully done, may result in fines and/or imprisonment.

A HOLDER WHO FAILS TO PROPERLY COMPLETE THE IRS FORM W-9 SET OUT IN BOX “H” OF THIS LETTER OF TRANSMITTAL OR, IF APPLICABLE, THE APPROPRIATE IRS FORM W-8, MAY BE SUBJECT TO BACKUP WITHHOLDING AT THE APPLICABLE STATUTORY RATE (CURRENTLY 24%) WITH RESPECT TO ALL OR A PORTION OF PAYMENTS MADE TO SUCH HOLDER PURSUANT TO THE ARRANGEMENT AND MAY BE SUBJECT TO PENALTIES.

BACKUP WITHHOLDING IS NOT AN ADDITIONAL TAX. RATHER, THE REGULAR U.S. FEDERAL INCOME TAX LIABILITY OF PERSONS SUBJECT TO BACKUP WITHHOLDING WILL BE REDUCED BY THE AMOUNT OF SUCH TAX WITHHELD. IF WITHHOLDING RESULTS IN AN OVERPAYMENT OF TAXES, A REFUND MAY GENERALLY BE OBTAINED BY FILING A TIMELY CLAIM FOR REFUND WITH THE IRS. THE DEPOSITARY CANNOT REFUND AMOUNTS WITHHELD BY REASON OF BACKUP WITHHOLDING.

7. Miscellaneous

(a) If the space on this Letter of Transmittal is insufficient to list all certificates (if applicable) for Riverside Shares, additional certificate numbers and numbers of Riverside Shares may be included on a separate signed list affixed to this Letter of Transmittal. If Riverside Shares are registered in different forms (e.g. “John Doe” and “J. Doe”), a separate Letter of Transmittal should be signed for each different registration.
(b) No alternative, conditional or contingent deposit of Riverside Shares will be accepted.
(c) Additional copies of this Letter of Transmittal may be obtained from the Depositary at the address specified on the last page of this Letter of Transmittal.
(d) It is strongly recommended that prior to completing this Letter of Transmittal, the undersigned read the accompanying Information Circular.
(e) No dividends or other distributions, if any, in respect of New Riverside Shares and Capitan Shares declared and payable to holders of New Riverside Shares and Capitan Shares of record after the Effective Time will be paid to the holders of any unsurrendered share certificates (if applicable) formerly representing Riverside Shares until the share certificates (if applicable) representing such Riverside Shares are surrendered and delivered as provided in the Arrangement and this Letter of Transmittal.

8. Lost Certificates

Option #1: If a share certificate has been lost, stolen or destroyed, this Letter of Transmittal should be completed as fully as possible and forwarded together with a letter describing the loss to the Depositary. The Depositary will respond with the replacement requirements.

Option #2: Alternatively, shareholders who have lost, stolen, or destroyed their certificate(s) may participate in Computershare’s blanket bond program with Aviva Insurance Company of Canada by completing Box “D” above, and submitting the applicable certified cheque or money order made payable to Computershare Investor Services Inc.

9. Privacy

The undersigned acknowledges that this Letter of Transmittal requires the undersigned to provide certain personal information to Riverside, Capitan and the Depositary. Riverside, Capitan and/or the Depositary are collecting such information for the purposes of completing the Arrangement, which includes, without limitation, determining the undersigned’s eligibility to receive the New Riverside Shares and Capitan Shares as set forth under the terms of the Arrangement. The undersigned’s personal information may be disclosed by or on behalf of Riverside, Capitan and/or the Depositary to: (a) Riverside, Capitan and the Depositary; (b) the Canada Revenue Agency; and (c) any of the other parties involved in the Arrangement, including legal counsel and other advisors. By executing this Letter of Transmittal, the undersigned is deemed to be consenting to the foregoing collection, use and disclosure of the undersigned’s personal information.

The Depositary is:

COMPUTERSHARE INVESTOR SERVICES INC.

By Registered Mail, Hand or by Courier:

100 University Avenue, 8[th ] Floor Toronto, Ontario M5J 2Y1 Attention: Corporate Actions

By Mail:

P.O. Box 7021 31 Adelaide St E Toronto, ON M5C 3H2 Attention: Corporate Actions

For Inquires Only

North American Toll Free: 1-800-564-6253

Overseas: 1-514-982-7555

E-Mail: [email protected]

Any questions and requests for assistance may be directed by Riverside Shareholders to the Depositary at the telephone number and location set out above.

AI assistant

Riverside Resources Inc. Merger & Acquisition 2020

46047_rns_2020-02-28_55daa5bf-c2b3-4b00-908e-8d75d1c3dc90.pdf

LETTER OF TRANSMITTAL

for Deposit of Common Shares

of