Mr. Alex Black reports

RIO2 LIMITED ANNOUNCES CERTAIN DIRECTORS AND EMPLOYEES TO RECEIVE SHARES IN LIEU OF SALARIES

Rio2 Ltd. has entered into shares for services agreements with certain directors and employees. Pursuant to the shares for services agreements, such directors and employees will receive all or a portion of their director fees or wages for the period from Jan. 1, 2024, to Dec. 31, 2024, in common shares of the company (the security-based compensation), with the remaining amount, if any, to be satisfied in cash.

The common shares will be issued quarterly and will be subject to a four-month-and-one-day hold period commencing upon the date of issuance. Under the shares for services agreements, the deemed price per common share to be issued will be no less than the volume-weighted average closing price of the company's common shares on the last three trading days of each quarter, provided that, in any event, the price will not be lower than the discount permitted under applicable TSX Venture Exchange policies. The total value of the security-based compensation that the company intends to issue is up to $750,000. As the directors are non-arm's-length parties to the company (as that term is defined in the TSX-V policies), the issuance of the security-based compensation to the directors must be approved by the majority of the votes cast by disinterested shareholders at a meeting of shareholders of the company.

Alex Black, Kathryn Johnson, Klaus Zeitler, Andrew Cox, Ram Ramachandran, Sidney Robinson, Drago Kisic, and Albrecht Schneider are currently directors and/or officers of the company. Each issuance of common shares to such directors or officers constitutes a related party transaction within the meaning of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The company is relying on the exemptions from the formal valuation and minority approval requirements contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 on the basis that the fair market value of the transaction does not exceed 25 per cent of the company's market capitalization.

About Rio2 Ltd.

Rio2 is a mining company with a focus on development and mining operations with a team that has proven technical skills as well as a successful capital market record. Rio2 is focused on taking its Fenix gold project in Chile to production in the shortest possible time frame based on a staged development strategy. Rio2 and its wholly owned subsidiary, Fenix Gold Ltda., are companies with the highest environmental standards and responsibility with the firm conviction that it is possible to develop mining projects that respect the three axes (social, environment and economics) of sustainable development. As related companies, Rio2 reaffirms its commitment to apply environmental standards beyond those that are mandated by regulators, seeking to protect and preserve the environment of the territories that the company operates in.

We seek Safe Harbor.