Riley Options Two Nevada Gold Projects

Tokop and Pipeline West/Clipper and Announces C$2,000,000 Private Placement - Seite 2

Pipeline West lies just 5 km west of the Pipeline Mine and only 3 km west of the Gold Acres window into carbonates of the lower plate of the Roberts Mountains Thrust. Exploration at Pipeline West will target lower plate carbonates. No drilling deeper than 250 meters has ever been conducted within most of the property.

Property locations - Tokop Gold Project and Pipeline West/Clipper Project Locations is available at https://www.globenewswire.com/NewsRoom/AttachmentNg/5bdf3356-a4ac-42b8 ...

Private Placement:

Riley is pleased to announce a nonbrokered Private Placement of up to 10,000,000 Units at a price of C$0.20 per Unit, for total gross proceeds of up to C$2,000,000. Each Unit will be comprised of one common share of the Company (a “Share”) and one-half of one share purchase warrant (a “Warrant”). Each whole Warrant will entitle the holder thereto to purchase for a period of twenty-four (24) months one additional Share (a “Warrant Share”) at an exercise price per Warrant Share of C$0.40. If the closing price of the common shares of Riley quoted on the TSX.V is greater than C$0.60 for 10 consecutive trading days, Riley may accelerate the expiry date of the Warrants to the 30^th day after the date on which Riley gives notice to the Warrant holders of such acceleration.

All securities issued under the Private Placement will be subject to a hold period of four months and one day from the closing date. The Company may pay finders’ fees in cash and issue finder’s warrants. The Private Placement and finders’ fees are subject to regulatory approval.

Net proceeds of the Private Placement will be used for exploration, corporate development and general working capital purposes, including to make the cash payments and work commitments under the MLOP Agreement, the PA and the Option Agreement discussed below.

Commercial Terms Overview:

Tokop Gold Project:

The Company has entered into a Mining Lease and Option to Purchase Agreement (“MLOP Agreement”) with Nevada Mines LLC (“Nevada Mines”), whereby Nevada Mines will lease and grant the option to purchase its 100% interest in certain patented and unpatented mining claims (“Nevada Property”) located in Esmeralda County, Nevada. The MLOP Agreement has an initial term of 5 years whereby the Company must incur minimum lease payments of US$225,000 (US$25,000 payable in year 1) and work commitments of US$650,000 (US$50,000 to incur within the first 2 years). The Company has the option of extending the MLOP Agreement for 2 additional 5-year terms whereby the Company must incur minimum lease payments of US1,000,000 in the second term and US$2,500,000 in the third term. There are no work commitment requirements in the second and third terms. The Company shall grant Nevada Mines a net smelter returns (“NSR”) royalty of 4.0% on the Nevada Property.