Riverside Resources Inc. (TSXV:RRI) entered into an arrangement agreement to spin off Capitan Mining Inc. on February 24, 2020. Under the agreement, Riverside will distribute the common shares of Capitan to Riverside's shareholders. Riverside's current shareholders will receive Capitan's shares by way of a share exchange, pursuant to which each existing common share of Riverside will be exchanged for one new common share of Riverside (each, a New Riverside Share") and 0.2767 of a Capitan's share. Holders of Riverside options and warrants will be entitled to receive the same number of new Riverside shares and 0.2767 of that number of Capitan's shares. On completion of the agreement, Riverside's shareholders and holders of Riverside options and warrants will maintain their interest in Riverside and will obtain a proportionate interest in Capitan. As of August 6, 2020, the existing common shares of Riverside Resources Inc., are expected to be delisted from the TSX Venture Exchange (the "TSXV") on August 13, 2020. Riverside Shares are expected to commence trading on the TSXV at the market opening on August 14, 2020. Riverside has applied for a listing of the Capitan's shares on the TSX Venture Exchange. Upon completion of the transaction, it is intended that Capitan will be managed by Alberto J. Orozco, as the Chief Executive Officer, and Robert J. Scott, as the Chief Financial Officer. Capitan's board of directors will consist of John-Mark Staude, Alberto J. Orozco, Arturo Bonillas and one or more additional directors. Changes and additions to the management team and board will be made as needed as the Peñoles Project progresses. Transaction is subject to approval of by the Supreme Court of British Columbia, approval by the affirmative vote of 66 2/3% of Riverside's shareholders in attendance at a shareholders' meeting to be held on March 31, 2020, TSX Venture Exchange approval for the transaction and for the listing of the Capitan shares upon completion of the transaction, completion by Capitan of a private placement to raise gross proceeds up to CAD 2 million for financing, 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 being provided, no law, regulation or policy shall have been proposed, enacted, promulgated or applied which interferes or is inconsistent with the completion of the transaction and there shall not be in force any order or decree restraining or enjoining the consummation of the transaction. The transaction is expected to close on or about April 8, 2020. As of August 6, 2020, the transaction is expected to complete on August 14, 2020. Michael Varabioff of Maxis Law Corporation acted as legal advisor for Riverside and Capitan. Current shareholders of Riverside will get about one share of Capitan Mining for every four shares of Riverside. That's progressing well and right now we're financing Capitan. Even with the advent of COVID-19, Riverside's resolve to increase shareholder value remains a constant and very core of our day-to-day operations. On March 31, 2020, approval for the spin-out was obtained at the annual and special meeting of Riverside's shareholders, where shareholders voted 97% in favour of the arrangement. Davidson & Company LLP is appointed as Riverside's auditor for approval of Riverside's stock option plan, and the approval of a rolling 10% stock option plan for Riverside's wholly-owned subsidiary Capitan Mining Inc. Dorsey & Whitney LLP acted as legal advisor to Riverside Resources.

Riverside Resources Inc. (TSXV:RRI) completed the spin-off Capitan Mining Inc. on August 13, 2020. Capitan Mining has received conditional approval to list the Capitan Shares on the TSXV. Final listing approval will be subject to Capitan satisfying all of the listing conditions of the TSXV, including completion of a financing of at least $2 million. Capitan Mining has received subscriptions for and intends to complete a non-brokered private placement (Private Placement) for approximately 17.5 million Capitan Shares at a purchase price of $0.20 per Capitan Mining Share for gross proceeds of approximately $3.5 million. Capitan Mining intends to complete the Private Placement on approximately August 21, 2020.