Riley Gold : 2022 Information Proxy Circular

MANAGEMENT INFORMATION CIRCULAR

As at and Dated October 26, 2022

(Unless otherwise noted)

MANAGEMENT SOLICITATION OF PROXIES

This management information circular ("Information Circular") accompanies the Notice of the 2022 annual general meeting ("Notice of Meeting") of holders of common shares (the "Common Shares") (the "Shareholders") of Riley Gold Corp. (the "Company") scheduled to be held at 2390 - 1055 West Hastings Street, Vancouver, BC, on Thursday, December 1, 2022 at 10:00 A.M. (Pacific Time) (the "Meeting"), and is furnished in connection with the solicitation by management of the Company of proxies to be used at that Meeting and all adjournments or postponements thereof.

Due to the continued health impact of COVID-19 and in an effort to mitigate potential health and safety risks, applicable within the Province of British Columbia, the Company is discouraging shareholders from physically attending the meeting for the sole purpose of engaging with management and the Board and has set up an alternative measure for them do so. More specifically, the Company is also allowing shareholders to participate for informational purposes only to the Meeting BY A WEBCAST AND NO VOTES WILL BE ACCEPTED AT THE WEBCAST MEETING and presence through the webcast medium will not, by itself without a proxy having been returned as described herein, be counted for the purposes of quorum or voting. IT IS THEREFORE HIGHLY RECOMMENDED THAT SHAREHOLDERS WHO WISH TO ENSURE THAT THEIR

COMMON SHARES WILL BE VOTED, MUST COMPLETE, DATE AND EXECUTE THE ENCLOSED FORM OF PROXY, OR ANOTHER SUITABLE FORM OF PROXY, AND DELIVER IT BY HAND, BY MAIL OR BY FAX IN ACCORDANCE WITH THE INSTRUCTIONS SET OUT IN THE FORM OF PROXY AND IN THE CIRCULAR. FOR GREATER CLARITY, PROXIES NEED TO BE RECEIVED BY THE COMPANY BEFORE THE PROXY-CUT OFF DATE OF 10:00 A.M., PST, ON TUESDAY, NOVEMBER 29, 2022

In order to dial into the Webcast associated to the Meeting, shareholders may phone the number that applies to your location below and enter the Meeting ID and Password noted below.

	Phone Number	Webcast Meeting ID	Password
+1	438 809 7799	(Quebec)	827 2916 1231	486196
+1	778 907 2071	(BC)	827 2916 1231	486196
+1	647 374 4685	(Ontario)	827 2916 1231	486196
+1	587 328 1099	(Alberta)	827 2916 1231	486196
+1	204 272 7920	(Manitoba)	827 2916 1231	486196

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In order to access the Meeting through Zoom, shareholders will need to download the application onto their computer or smartphone and then once the application is loaded, enter the Meeting ID and Password below or open the following link https://us02web.zoom.us/j/82729161231?pwd=VHUvTDBlQXFnd3I5ZUw2TzBHMVFJQT09Shareholders will have the option through the application to join the video and audio or simply view and listen. Meeting ID: 827 2916 1231 Password 486196.

The solicitation of proxies will be made primarily by mail but proxies may also be solicited by telephone or other electronic means of communication by officers, directors or regular employees of the Company at nominal cost. Employees of the Company will not receive any extra compensation for such activities. The Company may also retain, and pay a fee to, one or more professional proxy solicitation firms to solicit proxies from the Shareholders of the Company in favour of the matters set forth in the Notice of the Meeting. The Company may pay brokers or other persons holding Common Shares of the Company in their own names, or in the names of nominees, for their reasonable expenses for sending proxies and this Information Circular to beneficial owners of Common Shares and obtaining proxies therefor. The cost of the solicitation of proxies will be borne by the Company.

The information contained herein is given as of October 26, 2022, except as otherwise stated herein. The delivery of this Information Circular shall not, under any circumstances, create an implication that there has not been any change in the information set forth herein since the date of this Information Circular.

APPOINTMENT AND REVOCATION OF PROXIES

The persons named in the form of proxy accompanying this Information Circular are officers and/or directors of the Company. A Registered Shareholder of the Company has the right to appoint a person or company (who need not be a Shareholder of the Company) to represent the Registered Shareholder at the meeting other than the persons designated in the form of proxy accompanying this Information Circular. A Registered Shareholder may exercise this right either by inserting the name of that person or company in the blank space provided in the form of proxy and striking out the other names or by completing another proper form of proxy. To be effective, proxies must be deposited at the office of the Company's registrar and transfer agent, Computershare Trust Company of Canada ("Computershare"), Proxy Dept., 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1, Canada, no later than 10:00 AM (Pacific Time) on November 29, 2022. Proxies delivered after that time will not be accepted.

Proxies given by Registered Shareholders ("Registered Shareholders") for use at the Meeting may be revoked at any time before their use. In addition to revocation, if any, or other matters permitted by law, a proxy may be revoked by depositing an instrument in writing, including another completed form of proxy, executed by the Registered Shareholder, or by the Registered Shareholder's attorney duly authorized in writing or where the Registered Shareholder is a Company, by a duly authorized officer or attorney of the Company, and delivered to the head office of the Company at Suite 2390, 1055 West Hastings St., Vancouver, BC, V6E 2E9, Canada, at any time up to and including the last business day preceding the day of the Meeting, or any adjournment or postponement thereof, or with the chair of the Meeting on the day of the Meeting, or any adjournment or postponement thereof, or in any other manner permitted by law. A revocation of a proxy does not affect any matter on which a vote has been taken prior to the revocation.

VOTING AND DISCRETION OF PROXIES

The Common Shares represented by the proxies solicited by management of the Company pursuant to this Information Circular will be voted or withheld from voting in accordance with the instructions of the person appointing the proxyholder on any ballot that may be taken and where a choice with respect to any matter to be acted upon has been specified in the form of proxy, be voted in accordance with the specification made in such proxy.

ON A POLL, SUCH COMMON SHARES WILL BE VOTED IN FAVOUR OF EACH MATTER FOR WHICH NO CHOICE HAS BEEN SPECIFIED OR WHERE BOTH CHOICES HAVE BEEN SPECIFIED BY THE SHAREHOLDER.

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The form of proxy accompanying this Information Circular confers discretionary authority on the persons named therein in respect of amendments or variations to the matters referred to in the Notice of the Meeting and in respect of other matters that may properly come before the Meeting, or any adjournment or postponement thereof.

As at the date of this Information Circular, management knows of no such amendments or variations or other matters that may properly come before the Meeting but, if any such amendments, variations or other matters are properly brought before the Meeting, the persons named in the proxies will vote thereon in accordance with their best judgment.

INFORMATION FOR REGISTERED SHAREHOLDERS

Registered Shareholders may wish to vote by proxy whether or not they are able to attend the Meeting in person. Registered Shareholders electing to submit a proxy may do so by:

1. completing, dating and signing the enclosed proxy and returning it to the Company's transfer agent, Computershare, by mail or by hand to the 8th Floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1, Canada; or
2. using a touch-tone phone to transmit voting choices to the toll-free number indicated in the proxy. Registered Shareholders must follow the instructions of the voice response system and refer to the enclosed proxy form for the Shareholder's account number and the proxy control number; or
3. using the Internet through the website of the Company's transfer agent atwww.investorvote.com. Registered Shareholders must follow the instructions that appear on the screen and refer to the enclosed proxy form for the
   Shareholder's account number and the proxy control number; or
4. using a Smartphone by scanning the QR code to vote immediately.

In all cases ensuring that the proxy is received at least 48 hours (excluding Saturdays, Sundays and holidays) before the Meeting or any adjournment or postponement thereof at which the proxy is to be used.

INFORMATION FOR NON-REGISTERED SHAREHOLDERS

Only Registered Shareholders or duly appointed proxyholders are permitted to vote at the Meeting. Most Shareholders of the Company are "non-registered" Shareholders because the Common Shares they own are not registered in their names but are instead registered in the name of the brokerage firm, bank or trust company through which they purchased the Common Shares. More particularly, a person is not a Registered Shareholder in respect of Common Shares which are held on behalf of that person (the "Beneficial Shareholder") but which are registered either: (a) in the name of an intermediary (an "Intermediary") that the Beneficial Shareholder deals with in respect of the Common Shares (Intermediaries include, among other things, banks, trust companies, securities dealers or brokers, and trustees or administrators of self-administeredRRSPs, RRIFs, RESPs and similar plans); or (b) in the name of a clearing agency (such as CDS Clearing and Depository Services Inc.) of which the Intermediary is a participant.

Existing regulatory policy requires brokers and other Intermediaries to seek voting instructions from Beneficial Shareholders in advance of shareholders' meetings. The various Intermediaries have their own mailing procedures and provide their own return instructions to clients, which should be carefully followed by Beneficial Shareholders in order to ensure that their Common Shares are voted at the Meeting. Often the form of proxy supplied to a Beneficial Shareholder by its broker is identical to the form of proxy provided by the Company to its Registered Shareholders. However, its purpose is limited to instructing the Registered Shareholder (i.e., the Intermediary) how to vote on behalf of the Beneficial Shareholder. The majority of Intermediaries now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc. ("Broadridge"). Broadridge typically prepares a machine-readable voting instruction form ("VIF"), mails the VIFs to the Beneficial Shareholders and asks Beneficial Shareholders to return the forms to Broadridge, or otherwise communicate voting instructions to Broadridge (by way of the Internet or telephone, for example). Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of Common Shares to be represented at the Meeting. A Beneficial Shareholder who receives a Broadridge VIF cannot use that form to vote Common Shares directly at the Meeting. The VIF must be returned to Broadridge (or instructions respecting the voting of Common Shares must be communicated to Broadridge) well in advance of the Meeting in order to have the Common Shares voted.

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These securityholders' materials are being sent to both Registered and Beneficial Shareholders. If you are a Beneficial Shareholder, and the Company or its agent has sent these materials directly to you, your name and address and information about your holdings of Common Shares have been obtained in accordance with applicable securities regulatory requirements from the Intermediary holding Common Shares on your behalf.

By choosing to send these materials to you directly, the Company (and not the Intermediary holding on your behalf) has assumed responsibility for (i) delivering these materials to you, and (ii) executing your proper voting instructions. Please return your voting instructions as specified in the request for voting instructions.

Beneficial Shareholders fall into two categories - those who object to their identity being known to the issuers of securities which they own ("Objecting Beneficial Owners", or "OBOs") and those who do not object to their identity being made known to the issuers of the securities they own ("Non-ObjectingBeneficial Owners", or "NOBOs"). Subject to the provisions of National Instrument 54-101,Communication with Beneficial Owners of Securities of a Reporting Issuer ("NI 54-101"), issuers may request and obtain a list of their NOBOs from Intermediaries via their transfer agents. Pursuant to NI 54-101, issuers may obtain and use the NOBO list for distribution of proxy-related materials directly (not via Broadridge) to such NOBOs.

The Company's OBOs can expect to be contacted by Broadridge or their Intermediary as set out above.

The Company has notadopted the notice and access procedure described in NI 54-101 and National Instrument 51-102,Continuous Disclosure Obligations, to distribute its proxy-related materials to the Registered and Beneficial Shareholders. In addition, the Company has not agreed to pay to distribute the proxy-related materials to the OBOs and, unless the intermediaries acting for such OBOs agree to assume the costs of such delivery, the OBOs will not receive the proxy-related materials for the Meeting.

Although a Beneficial Shareholder may not be recognized directly at the Meeting for the purposes of voting Common Shares registered in the name of his Intermediary, a Beneficial Shareholder may attend the Meeting as proxyholder for the Registered Shareholder and vote the Common Shares in that capacity. Beneficial Shareholders who wish to attend the

Meeting and indirectly vote their Common Shares as proxyholder for the Registered Shareholder should enter their own names in the blank space on the proxy provided to them and return the same to the Intermediary in accordance with the instructions provided by such Intermediary.

All references to Shareholders in this Information Circular and the accompanying form of proxy and Notice of the Meeting are to Shareholders of record, unless specifically stated otherwise.

INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON

Other than as set forth in this Information Circular, no person who has been a director or executive officer of the Company at any time since the beginning of the last financial year, nor any proposed nominee for election as a director of the Company, nor any associate or affiliate of any of the foregoing, has any material interest, directly or indirectly, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon other than the election of directors or the annual approval of the Company's stock option plan (the "Plan").

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

The record date for the determination of Shareholders entitled to receive notice of and vote at the Meeting has been fixed as October 26, 2022 (the "Record Date").

To the knowledge of the directors and senior officers of the Company, as at October 26, 2022, there are no persons that beneficially own or control or direct, directly or indirectly, Common Shares carrying more than 10% of the voting rights attached to the outstanding shares of the Company.

Common Shares

The authorized capital of the Company consists of an unlimited number of Common Shares without par value and an unlimited number of preferred shares without par value ("Preferred Shares").

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As at the Record Date, 32,182,880 Common Shares are issued and outstanding and no Preferred Shares are issued and outstanding.

Only Shareholders of record holding Common Shares at the close of business on the Record Date, who either personally attend the Meeting or who have duly completed and delivered a form of proxy in the manner and subject to the provisions described above, shall be entitled to vote or to have their Common Shares voted at the Meeting.

Each Common Share entitles the holder of the Common Share to one vote on all matters to come before the Meeting. No group of Shareholders has the right to elect a specified number of directors, nor are there cumulative or similar voting rights attached to the Common Shares.

On a show of hands, every individual who is present and is entitled to vote as a Shareholder or as a representative of one or more corporate Shareholders will have one vote, and on a poll every Shareholder present in person or represented by a proxy, and every person who is a representative of one or more corporate Shareholders, will have one vote for each Common Share registered in that Shareholder's name on the list of Shareholders as at the Record Date, which is available for inspection during normal business hours at Computershare and will be available at the Meeting. Shareholders represented by proxyholders are not entitled to vote on a show of hands.

ELECTION OF DIRECTORS

The board of directors of the Company (the "Board") presently consists of five (5) directors. Shareholders of the Company will be asked to elect five (5) directors for the ensuing year. The persons named in the form of proxy accompanying this Information Circular intend to vote for the election of the director nominees whose names are set forth below, each of whom is now a director of the Company and has been a director of the Company since the date indicated, unless the Shareholder who has given such proxy has directed otherwise. Management of the Company does not contemplate that any of such nominees will be unable to serve as a director of the Company for the ensuing year but if that should occur for any reason prior to the Meeting or any adjournment or postponement thereof, the persons named in the form of proxy accompanying this Information Circular have the right to vote for the election of the remaining nominees and may vote for the election of a substitute nominee in their discretion. Each director of the Company elected at the Meeting will hold office until the next annual general meeting of the Shareholders of the Company held following his election, unless he resigns or is removed as a director of the Company in accordance with the Articles of the Company or the provisions of the Business Corporations Act (British Columbia) (the "Act"), prior to such date.

The name, province or state and country of residence of each nominee, their position with the Company, their principal occupation during the last five (5) years, the date upon which they became a director of the Company and the number of Common Shares beneficially owned, directly or indirectly, by them, or over which control or direction is exercised by them, as of the Record Date, is as follows:

						Number of Common
	Name, Province or State					Shares Owned or
	and Country of Residence		Principal Occupation			Over Which Control
	and Position with the					or Direction is
	Company (1)			Director Since		Exercised (1)
	WILLIAM LAMB (2)		Partner and Chief Technical Officer of	July 31, 2014	1,914,664(3)
	British Columbia, Canada			(5.95%)
		NewGen Resource Lending
	Executive Chairman of the
	Board

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