Riverside Resources Inc.

ARRANGEMENT AGREEMENT

THIS ARRANGEMENT AGREEMENT is dated as of the 24th day of February, 2020.

BETWEEN:

RIVERSIDE RESOURCES INC. , a corporation existing under the Business Corporations Act (British Columbia)

(“ Riverside ”)

AND:

CAPITAN MINING INC. , a corporation existing under the Business Corporations Act (British Columbia)

(“ Capitan ”)

WHEREAS:

A. Riverside, through its wholly-owned subsidiary, Capitan, owns the Peñoles Property;
B. Riverside and Capitan wish to proceed with a corporate restructuring by way of a statutory arrangement under the BCBCA, pursuant to which Riverside and Capitan will participate in a series of transactions whereby, among other things, Riverside will distribute the Capitan Spinout Shares such that the holders of Riverside Common Shares (other than Dissenting Shareholders) will become the holders of the Capitan Spinout Shares;
C. Riverside proposes to convene a meeting of the Riverside Shareholders to consider the Arrangement pursuant to Part 9, Division 5 of the BCBCA, on the terms and conditions set forth in the Plan of Arrangement; and
D. Each of the parties to this Agreement has agreed to participate in and support the Arrangement.

NOW THEREFORE , in consideration of the premises and the respective covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each of the parties hereto, the parties hereto hereby covenant and agree as follows:

ARTICLE 1 DEFINITIONS, INTERPRETATION AND EXHIBIT

1.1 Definitions. In this Agreement, unless there is something in the subject matter or context inconsistent therewith, the following capitalized words and terms shall have the following meanings:

(a) “ Agreement ” means this arrangement agreement, including the exhibits attached hereto as the same may be supplemented or amended from time to time;
(b) “ Arrangement Provisions ” means Part 9, Division 5 of the BCBCA;
(c) “ Arrangement Resolution ” means the special resolution of the Riverside Shareholders to approve the Arrangement, as required by the Interim Order and the BCBCA in the form attached as Schedule “A” to the Plan of Arrangement;
(d) “ Arrangement ” means the arrangement pursuant to the Arrangement Provisions as contemplated by the provisions of this Agreement and the Plan of Arrangement;
(e) “ BCBCA ” means the Business Corporations Act , S.B.C. 2002, c. 57, as amended;

(f) “ Business Day ” means a day which is not a Saturday, Sunday or statutory holiday in Vancouver, British Columbia;
(g) “ Capitan ” means Capitan Mining Inc., a corporation incorporated pursuant to the laws of the Province of British Columbia;
(h) “ Capitan Board ” means the board of directors of Capitan;
(i) “ Capitan Financing ” means a private placement by Capitan of Capitan securities to raise gross proceeds of approximately $2,000,000, or such other amount as the Capitan Board may determine, on terms acceptable to Capitan, in order to allow Capitan to satisfy the initial listing requirements of the TSXV;
(j) “ Capitan Options ” means share purchase options issued pursuant to the Capitan Stock Option Plan, including the Capitan Options pursuant to §3.1(d) of the Plan of Arrangement;
(k) “ Capitan Shares ” means the common shares without par value shares which Capitan is authorized to issue as the same are constituted on the date hereof;
(l) “ Capitan Spinout Shares ” means the 17,500,000 Capitan Shares (or such other amount determined by the Capitan Board) to be issued to Riverside prior to the Effective Date to complete the acquisition of the Peñoles Property and to be distributed to the Riverside Shareholders pursuant to the Plan of Arrangement;
(m) “ Capitan Stock Option Plan ” means the stock option plan to be adopted by Capitan in accordance with Section 4.3 of this Agreement on substantially similar terms as the Riverside Stock Option Plan and as may otherwise be modified, amended or restated as more particularly described in the Information Circular;
(n) “ Constating Documents ” means, in respect of Riverside and Capitan, the Articles and related Notice of Articles under the BCBCA;
(o) “ Court ” means the Supreme Court of British Columbia;
(p) “ Dissent Procedures ” means the rules pertaining to the exercise of Dissent Rights as set forth in Division 2 of Part 8 of the BCBCA and Article 5 of the Plan of Arrangement;
(q) “ Dissent Rights ” means the right of a registered Riverside Shareholder to dissent from the Arrangement Resolution in accordance with the provisions of the BCBCA, as modified by the Interim Order, and to be paid the fair value of the Riverside Shares in respect of which the holder dissents;
(r) “ Dissenting Shareholder ” means a registered holder of Riverside Shares who dissents in respect of the Arrangement in strict compliance with the Dissent Procedures and who has not withdrawn or been deemed to have withdrawn such exercise of Dissent Rights;
(s) “ Effective Date ” shall be the date of the closing of the Arrangement;
(t) “ Effective Time ” means 12:01 a.m. (Vancouver time) on the Effective Date or such other time on the Effective Date as agreed to in writing by Riverside and Capitan;
(u) “ Final Order ” means the final order of the Court approving the Arrangement;
(v) “ In the Money Amount ” at a particular time with respect to a Riverside Option, Riverside Replacement Option or Capitan Option means the amount, if any, by which the fair market value of the underlying security exceeds the exercise price of the relevant option at such time;

(w) “ Information Circular ” means the management information circular of Riverside, including all schedules thereto, to be sent to the Riverside Shareholders in connection with the Riverside Meeting, together with any amendments or supplements thereto;
(x) “ Interim Order ” means the interim order of the Court providing advice and directions in connection with the Riverside Meeting and the Arrangement;
(y) “ New Riverside Shares ” means the new class of voting common shares without par value which Riverside will create and issue as described in §3.1(b)(ii) of the Plan of Arrangement and for which the Riverside Class A Shares are, in part, to be exchanged under the Plan of Arrangement and which, immediately after completion of the transactions comprising the Plan of Arrangement, will be identical in every relevant respect to the Riverside Shares;
(z) “ party ” means either Riverside or Capitan and “ parties ” means, collectively, Riverside and Capitan;
(aa) “ Peñoles Property ” means the mineral exploration property in Mexico owned indirectly by Capitan and known as the Peñoles Property;
(bb) “ Person ” means and includes an individual, sole proprietorship, partnership, unincorporated association, unincorporated syndicate, unincorporated organization, trust, body corporate, a trustee, executor, administrator or other legal representative and the Crown or any agency or instrumentality thereof;
(cc) “ Plan of Arrangement ” means the plan of arrangement attached to this Agreement as Exhibit I, as the same may be amended from time to time;
(dd) “ Registrar ” means the Registrar of Companies under the BCBCA;
(ee) “ Riverside ” means Riverside Resources Inc., a corporation incorporated pursuant to the laws of the Province of British Columbia;
(ff) “ Riverside Board ” means the board of directors of Riverside;
(gg) “ Riverside Class A Shares ” means the renamed and redesignated Riverside Shares as described in §3.1(b)(i) of the Plan of Arrangement;
(hh) “ Riverside Meeting ” means the annual and special meeting of the Riverside Shareholders and any adjournments thereof to be held to, among other things, consider and, if deemed advisable, approve the Arrangement;
(ii) “ Riverside Options ” means options to acquire Riverside Shares, including options under the terms of which are deemed exercisable for Riverside Shares, that are outstanding immediately prior to the Effective Time;
(jj) “ Riverside Replacement Option ” means an option to acquire a New Riverside Share to be issued by Riverside to a holder of a Riverside Option pursuant to §3.1(d) of the Plan of Arrangement;
(kk)
“ Riverside Shareholder ” means a holder of Riverside Shares;
(ll) “ Riverside Shares ” means the common shares without par value which Riverside is authorized to issue as the same are constituted on the date hereof;
(mm) “ Riverside Stock Option Plan ” means the existing stock option plan of Riverside, as updated and amended from time to time;

(nn) “ Riverside Warrants ” means the share purchase warrants of Riverside exercisable to acquire Riverside Shares, including warrants under the terms of which are deemed exercisable for Riverside Shares, that are outstanding immediately prior to the Effective Time;
(oo) “ Tax Act ” means the Income Tax Act (Canada), R.S.C. 1985 (5th Supp.) c.1, as amended;
(pp) “ TSXV ” means the TSX Venture Exchange Inc.; and
(qq) “ U.S. Securities Act ” means the United States Securities Act of 1933, as amended.

1.2 Currency. All amounts of money which are referred to in this Agreement are expressed in lawful money of Canada unless otherwise specified.

1.3 Interpretation Not Affected by Headings. The division of this Agreement into articles, sections, subsections, paragraphs and subparagraphs and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of the provisions of this Agreement. The terms “this Agreement”, “hereof”, “herein”, “hereunder” and similar expressions refer to this Agreement and the exhibits hereto as a whole and not to any particular article, section, subsection, paragraph or subparagraph hereof and include any agreement or instrument supplementary or ancillary hereto.

1.4 Number and Gender. In this Agreement, unless the context otherwise requires, words importing the singular shall include the plural and vice versa and words importing the use of either gender shall include both genders and neuter and words importing persons shall include firms and corporations.

1.5 Date for any Action. In the event that any date on which any action is required to be taken hereunder by Riverside or Capitan is not a Business Day in the place where the action is required to be taken, such action shall be required to be taken on the next succeeding day which is a Business Day in such place.

1.6 Meaning. Words and phrases used herein and defined in the BCBCA shall have the same meaning herein as in the BCBCA unless the context otherwise requires.

1.7 Exhibits. Attached hereto and deemed to be incorporated into and form part of this Agreement as Exhibit I is the Plan of Arrangement.

ARTICLE 2 ARRANGEMENT

2.1 Arrangement. The parties agree to effect the Arrangement pursuant to the Arrangement Provisions on the terms and subject to the conditions contained in this Agreement and the Plan of Arrangement.

2.2 Effective Date of Arrangement. The Arrangement shall become effective on the Effective Date as set out in the Plan of Arrangement.

2.3 Commitment to Effect. Subject to termination of this Agreement pursuant to Article 6 hereof, the parties shall each use all commercially reasonable efforts and do all things reasonably required to cause the Plan of Arrangement to become effective by no later than May 31, 2020, or by such other date as Riverside and Capitan may determine, and in conjunction therewith to cause the conditions described in Section 5.1 to be complied with prior to the Effective Date. Without limiting the generality of the foregoing, the parties shall proceed forthwith to apply for the Interim Order and Riverside shall call the Riverside Meeting and mail the Information Circular to the Riverside Shareholders.

2.4 Filing of Final Order. Subject to the rights of termination contained in Article 6 hereof, upon the Riverside Shareholders approving the Arrangement Resolution in accordance with the provisions of the Interim Order and the BCBCA, Riverside obtaining the Final Order and the other conditions contained in Article 5 hereof being complied with or waived, Riverside on its behalf and on behalf of Capitan shall file with the Registrar:

(a) the records and information required by the Registrar pursuant to the Arrangement Provisions; and

(b) a copy of the Final Order.

2.5 U.S. Securities Law Matters. The parties agree that the Arrangement will be carried out with the intention that the New Riverside Shares and Capitan Shares, the Riverside Replacement Options and Capitan Options and the modified Riverside Warrants delivered or deemed to be delivered upon completion of the Arrangement to Riverside Shareholders, holders of Riverside Options and holders of Riverside Warrants will be issued by Riverside and Capitan in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) thereof. In order to ensure the availability of the exemption under Section 3(a)(10) of the U.S. Securities Act, the parties agree that the Arrangement will be carried out on the following basis:

(a) the Arrangement will be subject to the approval of the Court and the Court will hold a hearing approving the fairness of the terms and conditions of the Arrangement;
(b) prior to the hearing required to approve the Arrangement, the Court will be advised as to the intention of the Parties to rely on the exemption under Section 3(a)(10) of the U.S. Securities Act;
(c) the Court will be required to satisfy itself as to the substantive and procedural fairness of the terms and conditions of the Arrangement to the Riverside Shareholders, holders of Riverside Options and holders of Riverside Warrants subject to the Arrangement;
(d) Riverside will ensure that each Riverside Shareholder, holder of Riverside Options and holder of Riverside Warrants entitled to receive New Riverside Shares and Capitan Shares, Riverside Replacement Options and Capitan Options or modified Riverside Warrants on completion of the Arrangement will be given adequate notice advising them of their right to attend the hearing of the Court to give approval of the Arrangement and providing them with sufficient information necessary for them to exercise that right;
(e) the Riverside Shareholders, holders of Riverside Options and holders of Riverside Warrants entitled to receive such securities on completion of the Arrangement will be advised that such securities issued in the Arrangement have not been registered under the U.S. Securities Act and will be issued in reliance on the exemption under Section 3(a)(10) of the U.S. Securities Act;
(f) the Final Order approving the Arrangement that is obtained from the Court will expressly state that the terms and conditions of the Arrangement is approved by the Court as being fair, substantively and procedurally, to the Riverside Shareholders, holders of Riverside Options and holders of Riverside Warrants;
(g) the Interim Order approving the Riverside Meeting will specify that each Riverside Shareholder will have the right to appear before the Court at the hearing of the Court to give approval of the Arrangement so long as the Riverside Shareholder, holder of Riverside Options or holder of Riverside Warrants enters an appearance within a reasonable time and in accordance with the requirements of Section 3(a)(10) under the U.S. Securities Act; and
(h) the Final Order shall include a statement substantially to the following effect:

“This Order will serve as a basis of a claim to an exemption, pursuant to Section 3(a)(10) of the United States Securities Act of 1933, as amended, from the registration requirements otherwise imposed by that Act, regarding the issuance or deemed issuance of New Riverside Shares and Capitan Shares, Riverdale Replacement Options and Capitan Options and modified Riverside Warrants pursuant to the Plan of Arrangement.”

ARTICLE 3 REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties. Each of the parties hereby represents and warrants to the other party that:

(a) it is a corporation duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation, and has full capacity and authority to enter into this Agreement and to perform its covenants and obligations hereunder;
(b) it has taken all corporate actions necessary to authorize the execution and delivery of this Agreement and to consummate the transactions contemplated herein and this Agreement has been duly executed and delivered by it;
(c) neither the execution and delivery of this Agreement nor the performance of any of its covenants and obligations hereunder will constitute a material default under, or be in any material contravention or breach of (i) any provision of its Constating Documents or other governing corporate documents, (ii) any judgment, decree, order, law, statute, rule or regulation applicable to it, or (iii) any agreement or instrument to which it is a party or by which it is bound; and
(d) no dissolution, winding up, bankruptcy, liquidation or similar proceedings has been commenced or are pending or proposed in respect of it.

ARTICLE 4 COVENANTS

4.1 Covenants. Each of the parties covenants with the other that it will do and perform all such acts and things, and execute and deliver all such agreements, assurances, notices and other documents and instruments, as may reasonably be required to facilitate the carrying out of the intent and purpose of this Agreement.

4.2 Interim Order and Final Order. The parties acknowledge that Riverside will apply to and obtain from the Court, pursuant to the Arrangement Provisions, the Interim Order providing for, among other things, the calling and holding of the Riverside Meeting for the purpose of considering and, if deemed advisable, approving and adopting the Arrangement Resolution. The parties each covenant and agree that if the approval of the Arrangement by the Riverside Shareholders as set out in Section 5.1(b) hereof is obtained, Riverside will thereafter (subject to the exercise of any discretionary authority granted to Riverside’s directors) take the necessary actions to submit the Arrangement to the Court for approval and apply for the Final Order and, subject to compliance with any of the other conditions provided for in Article 5 hereof and to the rights of termination contained in Article 6 hereof, file the material described in Section 2.4 with the Registrar.

4.3 Capitan Stock Option Plan. In connection with, but prior to, the Arrangement, Capitan shall adopt the Capitan Stock Option Plan.

4.4 Riverside Options. The parties acknowledge that pursuant to the Arrangement, each Riverside Option then outstanding to acquire one Riverside Share shall be transferred and exchanged for:

(a) one Riverside Replacement Option to acquire one New Riverside Share having an exercise price equal to the product of the original exercise price of the Riverside Option multiplied by the fair market value of a New Riverside Share at the Effective Time divided by the total of the fair market value of a New Riverside Share and the fair market value of 0.2767 of a Capitan Share at the Effective Time; and
(b) one Capitan Option to acquire 0.2767 of a Capitan Share, each whole Capitan Option having an exercise price equal to the product of the original exercise price of the Riverside Option multiplied by the fair market value of 0.2767 of a Capitan Share at the Effective Time divided by the total of the fair market value of one New Riverside Share and 0.2767 of a Capitan Share at the Effective Time,

provided that the aforesaid exercise prices shall be adjusted to the extent, if any, required to ensure that the aggregate In the Money Amount of the Riverside Replacement Option and the Capitan Option immediately after the exchange does not exceed the In the Money Amount immediately before the exchange of the Riverside Option so exchanged. It is intended that subsection 7(1.4) of the Tax Act apply to the exchange of Riverside Options; and Capitan agrees to promptly issue Capitan Shares upon the due exercise of Capitan Options.

4.5 Riverside Warrants . The parties acknowledge that, from and after the Effective Date, all Riverside Warrants shall entitle the holder to receive, upon due exercise of the Riverside Warrant, for the original exercise price:

(a) one New Riverside Share for each Riverside Share that was issuable upon due exercise of the Riverside Warrant immediately prior to the Effective Time; and
(b) 0.2767 of a Capitan Share for each Riverside Share that was issuable upon due exercise of the Riverside Warrant immediately prior to the Effective Time;

and Capitan hereby covenants that it shall forthwith upon receipt of written notice from Riverside from time to time issue, as directed by Riverside, that number of Capitan Shares as may be required to satisfy the foregoing.

Riverside shall, as agent for Capitan, collect and pay to Capitan an amount for each 0.2767 of a Capitan Share so issued that is equal to the exercise price under the Riverside Warrant multiplied by the fair market value of 0.2767 of a Capitan Share at the Effective Time divided by the total market value of one New Riverside Share and 0.2767 of a Capitan Share at the Effective Time.

4.6 Fair Market Value. For the purposes of Sections 4.4 and 4.5 and Section 3.1 of the Plan of Arrangement, fair market value of the New Riverside Shares and the Capitan Shares shall be determined by the Riverside Board, acting in good faith.

4.7 Issuance of Capitan Spinout Shares to Riverside. Prior to the Effective Date, Capitan shall issue the Capitan Spinout Shares to Riverside to complete the acquisition of the Peñoles Property. ARTICLE 5 CONDITIONS

5.1 Conditions Precedent. The respective obligations of the parties to complete the transactions contemplated by this Agreement shall be subject to the satisfaction of the following conditions:

(a) the Interim Order shall have been granted in form and substance satisfactory to Riverside;
(b) the Arrangement Resolution, with or without amendment, shall have been approved and adopted at the Riverside Meeting in accordance with the Arrangement Provisions, the Constating Documents of Riverside, the Interim Order and the requirements of any applicable regulatory authorities;
(c) the Final Order shall have been obtained in form and substance satisfactory to each of Riverside and Capitan;
(d) the TSXV shall have conditionally approved the Arrangement, including the listing of the New Riverside Shares issuable under the Arrangement in substitution for the Riverside Class A Shares and the delisting of the Riverside Class A Shares, as of the Effective Date, subject to compliance with the requirements of the TSXV;
(e) the TSXV shall have conditionally approved the listing of the Capitan Shares, subject to compliance with the requirements of the TSXV;
(f) prior to the Effective Date, Capitan shall have completed or shall be in a position to complete the Capitan Financing;
(g) all other consents, orders, regulations and approvals, including regulatory and judicial approvals and orders required or necessary or desirable for the completion of the transactions provided for in this

Agreement and the Plan of Arrangement shall have been obtained or received from the Persons, authorities or bodies having jurisdiction in the circumstances each in form acceptable to Riverside and Capitan;

(h) there shall not be in force any order or decree restraining or enjoining the consummation of the transactions contemplated by this Agreement and the Plan of Arrangement;
(i) no law, regulation or policy shall have been proposed, enacted, promulgated or applied which interferes or is inconsistent with the completion of the Arrangement and Plan of Arrangement, including any material change to the income tax laws of Canada, which would reasonably be expected to have a material adverse effect on any of Riverside, the Riverside Shareholders or Capitan if the Arrangement is completed;
(j) notices of dissent pursuant to Article 5 of the Plan of Arrangement shall not have been delivered by Riverside Shareholders holding greater than 5% of the outstanding Riverside Shares; and
(k) this Agreement shall not have been terminated under Article 6 hereof.

Except for the conditions set forth in Sections 5.1(a), (b), (c), (d) (e), (f) and (j), which may not be waived, any of the other conditions in this Section 5.1 may be waived by either Riverside or Capitan at its discretion.

5.2 Pre-Closing. Unless this Agreement is terminated earlier pursuant to the provisions hereof, the parties shall meet at the offices of Maxis Law Corporation, Suite 910, 800 West Pender Street, Vancouver, British Columbia V6C 2V6, at 9:00 a.m. on the Business Day immediately preceding the Effective Date, or at such other location or at such other time or on such other date as they may mutually agree, and each of them shall deliver to the other of them:

(a) the documents required to be delivered by it hereunder to complete the transactions contemplated hereby, provided that each such document required to be dated the Effective Date shall be dated as of, or become effective on, the Effective Date and shall be held in escrow to be released upon the occurrence of the Effective Date; and
(b) written confirmation as to the satisfaction or waiver by it of the conditions in its favour contained in this Agreement.

5.3 Merger of Conditions. The conditions set out in Section 5.1 hereof shall be conclusively deemed to have been satisfied, waived or released upon the occurrence of the Effective Date.

5.4 Merger of Representations, Warranties and Covenants. The representations and warranties in Section 3.1 shall be conclusively deemed to be correct as of the Effective Date and the covenants in Section 4.1 hereof shall be conclusively deemed to have been complied with in all respects as of the Effective Date, and each shall accordingly merge in and not survive the effectiveness of the Arrangement.

ARTICLE 6 AMENDMENT AND TERMINATION

6.1 Amendment. Subject to any mandatory applicable restrictions under the Arrangement Provisions or the Final Order, this Agreement, including the Plan of Arrangement, may at any time and from time to time before or after the holding of the Riverside Meeting, but prior to the Effective Date, be amended by the written agreement of the parties hereto without, subject to applicable law, further notice to or authorization on the part of the Riverside Shareholders.

6.2 Termination. Subject to Section 6.3, this Agreement may at any time before or after the holding of the Riverside Meeting, and before or after the granting of the Final Order, but in each case prior to the Effective Date, be terminated by direction of the Riverside Board without further action on the part of the Riverside Shareholders and nothing expressed or implied herein or in the Plan of Arrangement shall be construed as fettering the absolute discretion by the Riverside Board to elect to terminate this Agreement and discontinue efforts to effect the Arrangement for whatever reasons it may consider appropriate.

6.3 Cessation of Right. The right of Riverside or Capitan or any other party to amend or terminate the Plan of Arrangement pursuant to Section 6.1 and Section 6.2 shall be extinguished upon the occurrence of the Effective Date.

ARTICLE 7 GENERAL

7.1 Notices. All notices which may or are required to be given pursuant to any provision of this Agreement shall be given or made in writing and shall be delivered or sent by facsimile or email, addressed as follows:

in the case of Riverside or Capitan:

Suite 550 - 800 West Pender Street Vancouver, British Columbia V6C 2V6 Attention: John-Mark Staude Email: [email protected] Facsimile: 778.327.6675

in each case with a copy to:

Maxis Law Corporation Suite 910 - 800 West Pender Street Vancouver, British Columbia V6C 2V6

Attention: Michael Varabioff Email: mvarabioff @maxislaw.com Facsimile: 604.692.4900

7.2 Assignment. Neither of the parties may assign its rights or obligations under this Agreement or the Arrangement without the prior written consent of the other.

7.3 Binding Effect. This Agreement and the Arrangement shall be binding upon and shall enure to the benefit of the parties and their respective successors and permitted assigns.

7.4 Waiver. Any waiver or release of the provisions of this Agreement, to be effective, must be in writing and executed by the party granting such waiver or release.

7.5 Governing Law. This Agreement shall be governed by and be construed in accordance with the laws of the Province of British Columbia and the laws of Canada applicable therein.

7.6 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument.

7.7 Expenses. All expenses incurred by a party in connection with this Agreement, the Arrangement and the transactions contemplated hereby and thereby shall be borne by the party that incurred the expense or as otherwise mutually agreed by the parties.

7.8 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the parties.

7.9 Time of Essence. Time is of the essence of this Agreement.

IN WITNESS WHEREOF the parties have executed this Agreement as of the date first above written.

“John-Mark Staude”

Per:

Authorized Signatory

CAPITAN MINING INC.

“Robert Scott”

Per:

Authorized Signatory

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EXHIBIT I

TO THE ARRANGEMENT AGREEMENT DATED AS OF THE 24TH DAY OF FEBRUARY, 2020 BETWEEN RIVERSIDE RESOURCES INC. AND CAPITAN MINING INC.

PLAN OF ARRANGEMENT UNDER PART 9, DIVISION 5 OF THE BUSINESS CORPORATIONS ACT (BRITISH COLUMBIA)

ARTICLE 1 DEFINITIONS AND INTERPRETATION

1.1 Definitions. In this plan of arrangement, unless there is something in the subject matter or context inconsistent therewith, the following capitalized words and terms shall have the following meanings:

(a) “ Arrangement ” means the arrangement pursuant to the Arrangement Provisions as contemplated by the provisions of the Arrangement Agreement and this Plan of Arrangement;
(b) “ Arrangement Agreement ” means the arrangement agreement dated as of February 24, 2020 between Riverside and Capitan, as may be supplemented or amended from time to time;
(c) “ Arrangement Provisions ” means Part 9, Division 5 of the BCBCA;
(d) “ Arrangement Resolution ” means the special resolution of the Riverside Shareholders to approve the Arrangement, as required by the Interim Order and the BCBCA, in the form attached as Schedule “A” hereto;
(e) “ BCBCA ” means the Business Corporations Act , S.B.C. 2002, c. 57, as amended;
(f) “ Business Day ” means a day which is not a Saturday, Sunday or statutory holiday in Vancouver, British Columbia;
(g) “ Capitan ” means Capitan Mining Inc., a corporation incorporated pursuant to the laws of the Province of British Columbia;
(h) “ Capitan Board ” means the board of directors of Capitan;
(i) “ Capitan Financing ” means a private placement by Capitan of Capitan securities to raise gross proceeds of approximately $2,000,000, or such other amount as the Capitan Board may determine, on terms acceptable to Capitan, in order to allow Capitan to satisfy the initial listing requirements of the TSXV;
(j) “ Capitan Incorporation Share ” means the one Capitan Share held by Riverside that was issued to Riverside on the incorporation of Capitan;
(k) “ Capitan Options ” means share purchase options issued pursuant to the Capitan Stock Option Plan, including the Capitan Options pursuant to §3.1(d) of this Plan of Arrangement;
(l) “ Capitan Shares ” means the common shares without par value which Capitan is authorized to issue as the same are constituted on the date hereof;
(m) “ Capitan Shareholder ” means a holder of Capitan Shares;

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(n) “ Capitan Spinout Shares ” means the 17,500,000 Capitan Shares (or such other amount determined by the Capitan Board) to be issued to Riverside prior to the Effective Date to complete the acquisition of the Peñoles Property and to be distributed to the Riverside Shareholders pursuant to this Plan of Arrangement;
(o) “ Capitan Stock Option Plan ” means the stock option plan to be adopted by Capitan pursuant to the Arrangement Agreement and this Plan of Arrangement, in substantially similar terms as the Riverside Stock Option Plan and may otherwise be modified, amended or restated as more particularly described in the Information Circular;
(p) “ Court ” means the Supreme Court of British Columbia;
(q) “ Depositary ” means Computershare Investor Services Inc., or such other depositary as Riverside may determine;
(r) “ Dissent Procedures ” means the rules pertaining to the exercise of Dissent Rights as set forth in Division 2 of Part 8 of the BCBCA and Article 5 of this Plan of Arrangement;
(s) “ Dissent Rights ” means the rights of dissent granted in favour of registered holders of Riverside Shares in accordance with Article 5 of this Plan of Arrangement;
(t) “ Dissenting Share ” has the meaning given in §3.1(a) of this Plan of Arrangement;
(u) “ Dissenting Shareholder ” means a registered holder of Riverside Shares who dissents in respect of the Arrangement in strict compliance with the Dissent Procedures and who has not withdrawn or been deemed to have withdrawn such exercise of Dissent Rights;
(v) “ Effective Date ” shall be the date of the closing of the Arrangement;
(w) “ Effective Time ” means 12:01 a.m. (Vancouver time) on the Effective Date or such other time on the Effective Date as agreed to in writing by Riverside and Capitan;
(x) “ Final Order ” means the final order of the Court approving the Arrangement;
(y) “ In the Money Amount ” at a particular time with respect to a Riverside Option, Riverside Replacement Option or Capitan Option means the amount, if any, by which the fair market value of the underlying security exceeds the exercise price of the relevant option at such time;
(z) “ Information Circular ” means the management information circular of Riverside, including all schedules thereto, to be sent to the Riverside Shareholders in connection with the Riverside Meeting, together with any amendments or supplements thereto;
(aa) “ Interim Order ” means the interim order of the Court providing advice and directions in connection with the Riverside Meeting and the Arrangement;
(bb) “ Letter of Transmittal ” means the letter of transmittal in respect of the Arrangement to be sent to Riverside Shareholders together with the Information Circular;
(cc) “ New Riverside Shares ” means a new class of voting common shares without par value which Riverside will create and issue as described in §3.1(b)(ii) of this Plan of Arrangement and for which the Riverside Class A Shares are, in part, to be exchanged under the Plan of Arrangement and which, immediately after completion of the transactions comprising the Plan of Arrangement, will be identical in every relevant respect to the Riverside Shares;

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(dd) “ Peñoles Property ” means the mineral exploration property in Mexico owned indirectly by Capitan and known as the Peñoles Property;
(ee) “ Plan of Arrangement ” means this plan of arrangement, as the same may be amended from time to time;
(ff) “ Riverside ” means Riverside Resources Inc., a corporation incorporated pursuant to the laws of the Province of British Columbia;
(gg) “ Riverside Board ” means the board of directors of Riverside;
(hh) “ Riverside Class A Shares ” means the renamed and redesignated Riverside Shares as described in §3.1(b)(i) of this Plan of Arrangement;
(ii) “ Riverside Meeting ” means the annual and special meeting of the Riverside Shareholders and any adjournments thereof to be held to, among other things, consider and, if deemed advisable, approve the Arrangement;
(jj) “ Riverside Optionholders ” means the holders of Riverside Options on the Effective Date;
(kk) “ Riverside Options ” means options to acquire Riverside Shares, including options under the terms of which are deemed exercisable for Riverside Shares, that are outstanding immediately prior to the Effective Time;
(ll) “ Riverside Replacement Option ” means an option to acquire a New Riverside Share to be issued by Riverside to a holder of a Riverside Option pursuant to §3.1(d) of this Plan of Arrangement;
(mm) “ Riverside Shareholder ” means a holder of Riverside Shares;
(nn) “ Riverside Shares ” means the common shares without par value which Riverside is authorized to issue as the same are constituted on the date hereof;
(oo) “ Riverside Warrantholders ” means the holders of Riverside Warrants on the Effective Date;
(pp) “ Riverside Warrants ” means the share purchase warrants of Riverside exercisable to acquire Riverside Shares, including warrants under the terms of which are deemed exercisable for Riverside Shares, that are outstanding immediately prior to the Effective Time;
(qq) “ Share Distribution Record Date ” means the close of business on the Business Day immediately preceding the Effective Date for the purpose of determining the Riverside Shareholders entitled to receive New Riverside Shares and Capitan Shares pursuant to this Plan of Arrangement or such other date as the Riverside Board may select;
(rr) “ Tax Act ” means the Income Tax Act (Canada), R.S.C. 1985 (5th Supp.) c.1, as amended;
(ss) “ TSXV ” means the TSX Venture Exchange Inc.; and
(tt) “ U.S. Securities Act ” means the United States Securities Act of 1933, as amended.

1.2 Interpretation Not Affected by Headings. The division of this Plan of Arrangement into articles, sections, subsections, paragraphs and subparagraphs and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Plan of Arrangement. Unless otherwise specifically indicated, the terms “this Plan of Arrangement”, “hereof”, “hereunder” and similar expressions refer to this Plan of Arrangement as a whole and not to any particular article, section, subsection, paragraph or subparagraph and include any agreement or instrument supplementary or ancillary hereto.

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1.3 Number and Gender. Unless the context otherwise requires, words importing the singular number only shall include the plural and vice versa, words importing the use of either gender shall include both genders and neuter and words importing persons shall include firms and corporations.

1.4 Meaning. Words and phrases used herein and defined in the BCBCA shall have the same meaning herein as in the BCBCA, unless the context otherwise requires.

1.5 Date for any Action. If any date on which any action is required to be taken under this Plan of Arrangement is not a Business Day, such action shall be required to be taken on the next succeeding Business Day.

1.6 Governing Law. This Plan of Arrangement 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.

ARTICLE 2 ARRANGEMENT AGREEMENT

2.1 Arrangement Agreement. This Plan of Arrangement is made pursuant and subject to the provisions of the Arrangement Agreement.

2.2 Arrangement Effectiveness. The Arrangement and this Plan of Arrangement shall become final and conclusively binding on Riverside, the Riverside Shareholders (including Dissenting Shareholders), Riverside Optionholders, Riverside Warrantholders and Capitan Shareholders at the Effective Time without any further act or formality as required on the part of any person, except as expressly provided herein. ARTICLE 3 THE ARRANGEMENT

3.1 The Arrangement. Commencing at the Effective Time, the following shall occur and be deemed to occur in the following chronological order without further act or formality notwithstanding anything contained in the provisions attaching to any of the securities of Riverside or Capitan, but subject to the provisions of Article 5: (a) each Riverside Share outstanding in respect of which a Dissenting Shareholder has validly exercised his, her or its Dissent Rights (each, a “ Dissenting Share ”) shall be directly transferred and assigned by such Dissenting Shareholder to Riverside, without any further act or formality and free and clear of any liens, charges and encumbrances of any nature whatsoever, and will be cancelled and cease to be outstanding and such Dissenting Shareholders will cease to have any rights as Riverside Shareholders other than the right to be paid the fair value for their Riverside Shares by Riverside;
(b) the authorized share structure of Riverside shall be altered by:
- (i) renaming and redesignating all of the issued and unissued Riverside Shares as “Class A common shares without par value” and amending the special rights and restrictions attached to those shares to provide the holders thereof with two votes in respect of each share held, being the “Riverside Class A Shares”; and
- (ii) creating a new class consisting of an unlimited number of “common shares without par value” with terms and special rights and restrictions identical to those of the Riverside Shares immediately prior to the Effective Time, being the “New Riverside Shares”;
(c) Riverside’s Notice of Articles shall be amended to reflect the alterations in §3.1(b);
(d) each Riverside Option then outstanding to acquire one Riverside Share shall be transferred and exchanged for:

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(i) one Riverside Replacement Option to acquire one New Riverside Share having an exercise price equal to the product of the original exercise price of the Riverside Option multiplied by the fair market value of a New Riverside Share at the Effective Time divided by the total of the fair market value of a New Riverside Share and the fair market value of 0.2767 of a Capitan Share at the Effective Time; and
(ii) one Capitan Option to acquire 0.2767 of a Capitan Share, each whole Capitan Option having an exercise price equal to the product of the original exercise price of the Riverside Option multiplied by the fair market value of 0.2767 of a Capitan Share at the Effective Time divided by the total of the fair market value of one New Riverside Share and 0.2767 of a Capitan Share at the Effective Time,

(e) each Riverside Warrant then outstanding shall be deemed to be amended to entitle the Riverside Warrantholder to receive, upon due exercise of the Riverside Warrant, for the original exercise price:
(i) one New Riverside Share for each Riverside Share that was issuable upon due exercise of the Riverside Warrant immediately prior to the Effective Time; and
(ii) 0.2767 of a Capitan Share for each Riverside Share that was issuable upon due exercise of the Riverside Warrant immediately prior to the Effective Time;
(f) each issued and outstanding Riverside Class A Share outstanding on the Share Distribution Record Date shall be exchanged for: (i) one New Riverside Share; and (ii) 0.2767 of a Capitan Spinout Share, the holders of the Riverside Class A Shares will be removed from the central securities register of Riverside as the holders of such and will be added to the central securities register of Riverside as the holders of the number of New Riverside Shares that they have received on the exchange set forth in this §3.1(f), and the Capitan Spinout Shares transferred to the then holders of the Riverside Class A Shares will be registered in the name of the former holders of the Riverside Class A Shares and Riverside will provide Capitan and its registrar and transfer agent notice to make the appropriate entries in the central securities register of Capitan;
(g) the Riverside Class A Shares, none of which will be issued or outstanding once the exchange in §3.1(f) is completed, will be cancelled and the appropriate entries made in the central securities register of Riverside and the authorized share structure of Riverside will be amended by eliminating the Riverside Class A Shares, and the aggregate paid-up capital (as that term is used for purposes of the Tax Act) of the New Riverside Shares will be equal to that of the Riverside Shares immediately prior to the Effective Time less the fair market value of the Capitan Spinout Shares distributed pursuant to §3.1(f);
(h) the Capitan Incorporation Share issued to Riverside on incorporation shall be cancelled for no consideration and as a result thereof:
(i) Riverside shall cease to be, and shall be deemed to have ceased to be, the holder of the Capitan Incorporation Share and to have any rights as a holder of the Capitan Incorporation Share; and
(ii) Riverside shall be removed as the holder of the Capitan Incorporation Share from the register of Capitan Shares maintained by or on behalf of Capitan; and

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(i) In the event that the number of outstanding Riverside Shares changes between the date hereof and the Effective Time, the fraction 0.2767 referred to in this Plan of Arrangement shall be adjusted so that it is the fraction calculated by dividing the number of Capitan Spinout Shares by the number of outstanding Riverside Shares immediately prior to the Effective Time.

3.2 No Fractional Shares or Options. Notwithstanding any other provision of this Arrangement, no fractional Capitan Shares shall be distributed to the Riverside Shareholders and no fractional Capitan Options shall be distributed to the holders of Riverside Options, and, as a result, all fractional amounts arising under this Plan of Arrangement shall be rounded down to the next whole number without any compensation therefor. Any Capitan Shares not distributed as a result of so rounding down shall be cancelled by Capitan.

3.3 Share Distribution Record Date. In §3.1(f) the reference to a holder of a Riverside Class A Share shall mean a person who is a Riverside Shareholder on the Share Distribution Record Date, subject to the provisions of Article 5.

3.4 Deemed Time for Redemption. In addition to the chronological order in which the transactions and events set out in §3.1 shall occur and shall be deemed to occur, the time on the Effective Date for the exchange of Riverside Class A Shares for New Riverside Shares and Capitan Spinout Shares set out in §3.1(f) shall occur and shall be deemed to occur immediately after the time of listing of the New Riverside Shares on the TSXV on the Effective Date.

3.5 Deemed Fully Paid and Non-Assessable Shares. All New Riverside Shares, Riverside Class A Shares and Capitan Shares issued pursuant hereto shall be deemed to be validly issued and outstanding as fully paid and non-assessable shares for all purposes of the BCBCA.

3.6 Supplementary Actions. Notwithstanding that the transactions and events set out in §3.1 shall occur and shall be deemed to occur in the chronological order therein set out without any act or formality, each of Riverside and Capitan shall be required to make, do and execute or cause and procure to be made, done and executed all such further acts, deeds, agreements, transfers, assurances, instruments or documents as may be required to give effect to, or further document or evidence, any of the transactions or events set out in §3.1, including, without limitation, any resolutions of directors authorizing the issue, transfer or redemption of shares, any share transfer powers evidencing the transfer of shares and any receipt therefor, any necessary additions to or deletions from share registers, and agreements for stock options.

3.7 Withholding. Each of Riverside, Capitan and the Depositary shall be entitled to deduct and withhold from any cash payment or any issue, transfer or distribution of New Riverside Shares, Capitan Shares, Riverside Replacement Options or Capitan Options made pursuant to this Plan of Arrangement such amounts as may be required to be deducted and withheld pursuant to the Tax Act or any other applicable law, and any amount so deducted and withheld will be deemed for all purposes of this Plan of Arrangement to be paid, issued, transferred or distributed to the person entitled thereto under the Plan of Arrangement. Without limiting the generality of the foregoing, any New Riverside Shares or Capitan Shares so deducted and withheld may be sold on behalf of the person entitled to receive them for the purpose of generating cash proceeds, net of brokerage fees and other reasonable expenses, sufficient to satisfy all remittance obligations relating to the required deduction and withholding, and any cash remaining after such remittance shall be paid to the person forthwith.

3.8 No Liens. Any exchange or transfer of securities pursuant to this Plan of Arrangement shall be free and clear of any liens, restrictions, adverse claims or other claims of third parties of any kind.

3.9 U.S. Securities Law Matters. The Court is advised that the Arrangement will be carried out with the intention that all securities issued on completion of the Arrangement will be issued in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) of the U.S. Securities Act.

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ARTICLE 4 CERTIFICATES

4.1 Riverside Class A Shares. Recognizing that the Riverside Shares shall be renamed and redesignated as Riverside Class A Shares pursuant to §3.1(b)(i) and that the Riverside Class A Shares shall be exchanged partially for New Riverside Shares pursuant to §3.1(f), Riverside shall not issue replacement share certificates representing the Riverside Class A Shares.

4.2 Capitan Share Certificates. As soon as practicable following the Effective Date, Riverside or Capitan shall deliver or cause to be delivered to the Depositary certificates representing the Capitan Shares required to be distributed to registered holders of Riverside Shares as at immediately prior to the Effective Time in accordance with the provisions of §3.1(f) of this Plan of Arrangement, which certificates shall be held by the Depositary as agent and nominee for such holders for distribution thereto in accordance with the provisions of §6.1 hereof.

4.3 New Riverside Share Certificates. As soon as practicable following the Effective Date, Riverside shall deliver or cause to be delivered to the Depositary certificates representing the New Riverside Shares required to be issued to registered holders of Riverside Shares as at immediately prior to the Effective Time in accordance with the provisions of §3.1(f) of this Plan of Arrangement, which certificates shall be held by the Depositary as agent and nominee for such holders for distribution thereto in accordance with the provisions of §6.1 hereof.

4.4 Interim Period. Any Riverside Shares traded after the Share Distribution Record Date will represent New Riverside Shares as of the Effective Date and shall not carry any rights to receive Capitan Shares.

4.5 Stock Option Agreements. The stock option agreements for the Riverside Options shall be deemed to be amended by Riverside to reflect the adjusted exercise price of the Riverside Replacement Options, and Capitan shall enter into stock option agreements for the Capitan Options issued pursuant to §3.1(d) of this Plan of Arrangement. ARTICLE 5 RIGHTS OF DISSENT

5.1 Dissent Right. Registered holders of Riverside Shares may exercise Dissent Rights with respect to their Riverside Shares in connection with the Arrangement pursuant to the Interim Order and in the manner set forth in the Dissent Procedures, as they may be amended by the Interim Order, Final Order or any other order of the Court, and provided that such dissenting Shareholder delivers a written notice of dissent to Riverside at least two Business Days before the day of the Riverside Meeting or any adjournment or postponement thereof.

5.2 Dealing with Dissenting Shares. Riverside Shareholders who duly exercise Dissent Rights with respect to their Dissenting Shares and who:

(a) are ultimately entitled to be paid fair value for their Dissenting Shares by Riverside shall be deemed to have transferred their Dissenting Shares to Riverside for cancellation as of the Effective Time pursuant to §3.1(a); or
(b) for any reason are ultimately not entitled to be paid for their Dissenting Shares, shall be deemed to have participated in the Arrangement on the same basis as a non-dissenting Riverside Shareholder and shall receive New Riverside Shares and Capitan Shares on the same basis as every other nondissenting Riverside Shareholder;

but in no case shall Riverside be required to recognize such persons as holding Riverside Shares on or after the Effective Date.

5.3 Reservation of Capitan Shares. If a Riverside Shareholder exercises Dissent Rights, Riverside shall, on the Effective Date, set aside and not distribute that portion of the Capitan Shares which is attributable to the Riverside Shares for which Dissent Rights have been exercised. If the dissenting Riverside Shareholder is ultimately not entitled to be paid for their Dissenting Shares, Riverside shall distribute to such Riverside Shareholder his or her

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pro rata portion of the Capitan Shares. If a Riverside Shareholder duly complies with the Dissent Procedures and is ultimately entitled to be paid for their Dissenting Shares, then Riverside shall retain the portion of the Capitan Shares attributable to such Riverside Shareholder and such shares will be dealt with as determined by the Riverside Board in its discretion.

ARTICLE 6 DELIVERY OF SHARES

6.1 Delivery of Shares.

(a) Upon surrender to the Depositary for cancellation of a certificate that immediately before the Effective Time represented one or more outstanding Riverside Shares, together with a duly completed and executed Letter of Transmittal and such additional documents and instruments as the Depositary may reasonably require, the holder of such surrendered certificate will be entitled to receive in exchange therefor, and the Depositary shall deliver to such holder following the Effective Time, a certificate representing the New Riverside Shares and a certificate representing the Capitan Shares that such holder is entitled to receive in accordance with §3.1 hereof.
(b) After the Effective Time and until surrendered for cancellation as contemplated by §6.1(a) hereof, each certificate that immediately prior to the Effective time represented one or more Riverside Shares shall be deemed at all times to represent only the right to receive in exchange therefor a certificate representing the New Riverside Shares and a certificate representing the Capitan Shares that such holder is entitled to receive in accordance with §3.1 hereof.

6.2 Lost Certificates. If any certificate that immediately prior to the Effective Time represented one or more outstanding Riverside Shares that were exchanged for New Riverside Shares and Capitan Shares in accordance with §3.1 hereof, shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the holder claiming such certificate to be lost, stolen or destroyed, the Depositary shall deliver in exchange for such lost, stolen or destroyed certificate, the New Riverside Shares and Capitan Shares that such holder is entitled to receive in accordance with §3.1 hereof. When authorizing such delivery of New Riverside Shares and Capitan Shares that such holder is entitled to receive in exchange for such lost, stolen or destroyed certificate, the holder to whom such securities are to be delivered shall, as a condition precedent to the delivery of such New Riverside Shares and Capitan Shares give a bond satisfactory to Riverside, Capitan and the Depositary in such amount as Riverside, Capitan and the Depositary may direct, or otherwise indemnify Riverside, Capitan and the Depositary in a manner satisfactory to Riverside, Capitan and the Depositary, against any claim that may be made against Riverside, Capitan or the Depositary with respect to the certificate alleged to have been lost, stolen or destroyed and shall otherwise take such actions as may be required by the articles of Riverside.

6.3 Distributions with Respect to Unsurrendered Certificates. No dividend or other distribution declared or made after the Effective Time with respect to New Riverside Shares or Capitan Shares with a record date after the Effective Time shall be delivered to the holder of any unsurrendered certificate that, immediately prior to the Effective Time, represented outstanding Riverside Shares unless and until the holder of such certificate shall have complied with the provisions of §6.1 or §6.2 hereof. Subject to applicable law and to §3.7 hereof, at the time of such compliance, there shall, in addition to the delivery of the New Riverside Shares and Capitan Shares to which such holder is thereby entitled, be delivered to such holder, without interest, the amount of the dividend or other distribution with a record date after the Effective Time theretofore paid with respect to such New Riverside Shares and/or Capitan Shares, as applicable.

6.4 Limitation and Proscription. To the extent that a former Riverside Shareholder shall not have complied with the provisions of §6.1 or §6.2 hereof, as applicable, on or before the date that is six (6) years after the Effective Date (the “ Final Proscription Date ”), then the New Riverside Shares and Capitan Shares that such former Riverside Shareholder was entitled to receive shall be automatically cancelled without any repayment of capital in respect thereof and the New Riverside Shares and Capitan Shares to which such Riverside Shareholder was entitled, shall be delivered to Capitan (in the case of the Capitan Shares) or Riverside (in the case of the New Riverside Shares) by the Depositary and certificates representing such New Riverside Shares and Capitan Shares shall be cancelled by

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Riverside and Capitan, as applicable, and the interest of the former Riverside Shareholder in such New Riverside Shares and Capitan Shares or to which it was entitled shall be terminated as of such Final Proscription Date.

6.5 Paramountcy. From and after the Effective Time: (i) this Plan of Arrangement shall take precedence and priority over any and all Riverside Shares, Riverside Options or Riverside Warrants issued prior to the Effective Time; and (ii) the rights and obligations of the registered holders of Riverside Shares, Riverside Options, Riverside Warrants, Capitan, the Depositary and any transfer agent or other depositary therefor, shall be solely as provided for in this Plan of Arrangement.

ARTICLE 7 AMENDMENTS & WITHDRAWAL

7.1 Amendments. Riverside, in its sole discretion, reserves the right to amend, modify and/or supplement this Plan of Arrangement from time to time at any time prior to the Effective Time provided that any such amendment, modification or supplement must be contained in a written document that is filed with the Court and, if made following the Riverside Meeting, approved by the Court.

7.2 Amendments Made Prior to or at the Riverside Meeting. Any amendment, modification or supplement to this Plan of Arrangement may be proposed by Riverside at any time prior to or at the Riverside Meeting with or without any prior notice or communication, and if so proposed and accepted by the Riverside Shareholders voting at the Riverside Meeting, shall become part of this Plan of Arrangement for all purposes.

7.3 Amendments Made After the Riverside Meeting. Any amendment, modification or supplement to this Plan of Arrangement may be proposed by Riverside after the Riverside Meeting but prior to the Effective Time and any such amendment, modification or supplement which is approved by the Court following the Riverside Meeting shall be effective and shall become part of the Plan of Arrangement for all purposes. Notwithstanding the foregoing, any amendment, modification or supplement to this Plan of Arrangement may be made following the granting of the Final Order unilaterally by Riverside, provided that it concerns a matter which, in the reasonable opinion of Riverside, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the financial or economic interests of any holder of New Riverside Shares or Capitan Shares.

7.4 Withdrawal. Notwithstanding any prior approvals by the Court or by Riverside Shareholders, the Riverside Board may decide not to proceed with the Arrangement and to revoke the Arrangement Resolution at any time prior to the Effective Time, without further approval of the Court or the Riverside Shareholders.

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SCHEDULE “A”

ARRANGEMENT RESOLUTION

BE IT RESOLVED AS A SPECIAL RESOLUTION OF THE RIVERSIDE SHAREHOLDERS THAT:

The arrangement (the “ Arrangement ”) under section 288 of the Business Corporations Act (British Columbia) (the “ BCBCA ”) involving Riverside Resources Ltd., a corporation incorporated pursuant to the laws of the Province of British Columbia (“ Riverside ”), its shareholders and Capitan Mining Inc., a corporation incorporated pursuant to the laws of the Province of British Columbia (“ Capitan ”), all as more particularly described and set forth in the management information circular (the “ Information Circular ”) of Riverside dated February 25, 2020 accompanying the notice of meeting (as the Arrangement may be, or may have been, modified or amended in accordance with its terms), is hereby authorized, approved and adopted.
The plan of arrangement (the “ Plan of Arrangement ”), implementing the Arrangement, the full text of which is appended to the Information Circular (as the Plan of Arrangement may be, or may have been, modified or amended in accordance with its terms), is hereby authorized, approved and adopted.
The arrangement agreement (the “ Arrangement Agreement ”) between Riverside and Capitan dated February 24, 2020 and all the transactions contemplated therein, the actions of the directors of Riverside in approving the Arrangement and the actions of the directors and officers of Riverside in executing and delivering the Arrangement Agreement and any amendments thereto are hereby confirmed, ratified, authorized and approved.
Notwithstanding that this resolution has been passed (and the Arrangement approved and agreed to) by the shareholders of Riverside or that the Arrangement has been approved by the Supreme Court of British Columbia, the directors of Riverside are hereby authorized and empowered, without further notice to, or approval of, the shareholders of Riverside:
(a) to amend the Arrangement Agreement or the Plan of Arrangement to the extent permitted by the Arrangement Agreement or the Plan of Arrangement; or
(b) subject to the terms of the Arrangement Agreement, not to proceed with the Arrangement at any time prior to the Effective Time (as defined in the Arrangement Agreement).
Any one director or officer of Riverside is hereby authorized and directed, for and on behalf and in the name of Riverside, to execute and deliver, whether under the corporate seal of Riverside or otherwise, all such deeds, instruments, assurances, agreements, forms, waivers, notices, certificates, confirmations and other documents and to do or cause to be done all such other acts and things as in the opinion of such director or officer may be necessary, desirable or useful for the purpose of giving effect to these resolutions, the Arrangement Agreement and the completion of the Plan of Arrangement in accordance with the terms of the Arrangement Agreement, including:
(a) all actions required to be taken by or on behalf of Riverside, and all necessary filings and obtaining the necessary approvals, consents and acceptances of appropriate regulatory authorities; and
(b) the signing of the certificates, consents and other documents or declarations required under the Arrangement Agreement or otherwise to be entered into by Riverside;

such determination to be conclusively evidenced by the execution and delivery of such document, agreement or instrument or the doing of any such act or thing.

AI assistant

Riverside Resources Inc. Merger & Acquisition 2020

46047_rns_2020-02-28_60c52b5a-83fa-498e-a8b4-818e53e03ebe.pdf