Rift Valley Resources Corp. announced on June 24, 2022 that it had entered into a third amending agreement to its secured revolving credit facility agreement (Credit Agreement) with its international asset-focused lender (Lender) to, among other things, extend availability to $15,000,000 under the existing Credit Agreement. Co-operators Financial Services Limited (Co-operators), a strategic investor in SEB, in conjunction with the third amending agreement to the Credit Agreement, provided an amended and restated limited guarantee dated June 24, 2022 (the Amended and Restated Limited Guarantee) in favour of the Lender in the amount of $10,000,000 (an increase of $5,000,000), and, accordingly, SEB issued a corresponding amended and restated promissory note in favour of Co-operators dated June 24, 2022 (the Amended and Restated Promissory Note).

Should the Lender call on the Amended and Restated Limited Guarantee, any amount paid by Co-operators to the Lender would be deemed to be a repayment under the Credit Agreement and as a result such amount would also be deemed to be owing by SEB to Co-operators under the Amended and Restated Promissory Note. The Amended and Restated Promissory Note contemplated that SEB would be entitled to repay the interest thereunder in shares provided that any such share issuance would be subject to applicable regulatory and TSX Venture Exchange approval at the time of such share issuance. Company than if the Amended and Restated Promissory Note had been obtained from a person dealing at arm's length with the Company.

However, as the Amended and Restated Promissory Note included a conversion feature for the payment of interest on the note, there was no suitable exemption (including the 25% market capitalization exemption) from the minority shareholder approval requirement under MI 61-101 in respect of the Amended and Restated Promissory Note. As a result, the OSC has advised that the Company is not permitted to issue shares to repay interest under the Amended and Restated Promissory Note unless it obtains prior approval from minority shareholders at a meeting of shareholders in accordance with MI 61-101. Since regulatory approval and shareholder approval has not been obtained for any such share issuance, as contemplated by the terms of the Amended and Restated Promissory Note, it is expected that the interest payable will either be capitalized and added to the principal under the Amended and Restated Promissory Note or repaid in cash.