Mr. Jeffrey Cocks reports

CARSON RIVER TO AMEND EXPIRY DATE OF WARRANTS

Carson River Ventures Corp. intends to extend the expiry date of an aggregate of 4,800,001 outstanding common share purchase warrants by two years. As a result, a total of 2,075,000 of the warrants (the August, 2022, warrants), which had been scheduled to expire Aug. 12, 2025, will now expire Aug. 12, 2027, and a total of 2,725,001 of the warrants (the August, 2023, warrants), which had been scheduled to expire Aug. 1, 2025, will now expire Aug. 1, 2027. All other terms of the warrants will remain unchanged. The warrant amendment, scheduled to be effected July 11, 2025, remains subject to acceptance by the Canadian Securities Exchange.

The August, 2022, warrants were originally issued on Aug. 12, 2022, and the August, 2023, warrants were originally issued Aug. 1, 2023, pursuant to non-brokered private placements of units of the company at a price of five cents per unit and six cents per unit, respectively. Each unit consisted of one common share in the capital of the company and one-half of one non-transferable share purchase warrant exercisable at 10 cents for periods of 36 months and 24 months from the date of issuance, respectively. As a result of a consolidation of the securities of Carson River effected March 26, 2025, the exercise price of the warrants was adjusted to 20 cents.

Certain insiders of the company hold an aggregate of 1,375,000 of the warrants as follows: (i) Jeffrey Cocks, chief executive officer and director of the company, holds 125,000 of the warrants through a corporation he owns; (ii) Christopher Hobbs, chief financial officer and director of the company, holds 125,000 of the warrants; and (c) Jeff Wolburgh, who has a combination of beneficial ownership of, and control or direction over, directly or indirectly, of Carson River securities carrying more than 10 per cent of the voting rights attached to all Carson River's outstanding voting securities, holds 1,125,000 of the warrants. As a result, the warrant amendment is considered to be a related party transaction as defined under Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The company intends to rely on exemptions from the formal valuation and minority shareholder approval requirements provided under sections 5.5(a) and 5.7(1)(a) of MI 61-101, as neither the subject matter of, nor the fair market value of the warrants held by related parties, exceeds 25 per cent of the company's market capitalization. The warrant amendment was approved by the directors of the company, with Mr. Cocks and Mr. Hobbs abstaining from voting insofar as each of their respective interest was concerned.

The company is proposing to undertake the warrant amendment in order to provide holders of the warrants with an extended opportunity to exercise the warrants and participate in the ownership of the company and to provide the company with an extended opportunity to receive the proceeds of any warrant exercises.

We seek Safe Harbor.