Riverwalk Acquisition Corp. — Proxy Solicitation & Information Statement 2025

Apr 16, 2025

RIVERWALK ACQUISITION CORP.
1500-777 Hornby Street
Vancouver, BC V6Z 1S4
Tel: 604 909-4880

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the annual general meeting (the "Meeting") of the shareholders of Riverwalk Acquisition Corp. (the "Company") will be held at 15th Floor, 1111 West Hastings Street, Vancouver, BC V6E 2J3 on Wednesday, May 7, 2025 at 11:30 a.m. (PDT Time) for the following purposes:

1. to receive the audited financial statements of the Company for the fiscal year ended November 30, 2024, together with the auditors' report thereon;
2. to fix the number of directors at five (5) for the ensuing year;
3. to elect directors for the ensuing year as described in the information circular accompanying this Notice;
4. to re-appoint Baker Tilly WM LLP as the Company's auditors for the ensuing fiscal year at a remuneration to be fixed by the directors;
5. to consider and, if thought fit, to pass an ordinary resolution, the full text of which is set forth in the information circular, approving the Company's 10% rolling stock option plan; and
6. to transact such further or other business as may properly come before the Meeting and any adjournments thereof.

The specific details of the foregoing matters to be put before the Meeting are set forth in the information circular (the "Information Circular") accompanying this Notice. The audited consolidated financial statements and related MD&A for the Company for the financial year ended November 30, 2024 have already been mailed to those shareholders who have previously requested to receive them. Otherwise, they are available upon request to the Company or they can be found on SEDAR+ at www.sedarplus.ca.

The Board of Directors of the Company has by resolution fixed the close of business on April 2, 2025 as the record date for the Meeting, being the date for the determination of the registered holders of common shares of the Company entitled to notice of and to vote at the Meeting and any adjournment(s) thereof.

Proxies to be used at the Meeting must be deposited with the Company, c/o the Company's transfer agent, Endeavor Trust Corporation, 702-777 Hornby Street, Vancouver, BC V6Z 1S4 no later than 11:30 a.m. (Pacific Time) on May 5, 2025, or no later than 48 hours (excluding Saturdays, Sundays and statutory holidays) prior to the date on which the Meeting or any adjournment(s) thereof is held. See also the form of proxy for instructions as to the use of telephone and internet voting.

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Non-registered shareholders who receive these materials through their broker or other intermediary are requested to follow the instructions for voting provided by their broker or intermediary, which may include the completion and delivery of a voting instruction form.

DATED at Vancouver, British Columbia, this 2nd day of April, 2025.

BY ORDER OF THE BOARD

"Vincent Wong"

Vincent Wong
Chief Executive Officer and Director