Mr. Alex Black reports

RIO2 ANNOUNCES UPSIZE OF PRIVATE PLACEMENT UP TO C$23 MILLION

Further to the news release dated April 8, 2024, Rio2 Ltd. has entered into an amending agreement with Eight Capital, as agent, to upsize the previously announced private placement. Pursuant to the upsized offering, the company will issue up to 59.03 million common shares of the company at a price of 39 cents per share for gross proceeds to the company of up to $23,021,700.

Alex Black, executive chairman, stated: "The company received significant interest from key existing shareholders to participate in financing our company at this stage of its development, far exceeding the $10-million maximum amount first announced. In my opinion, this strong show of support validates the robustness and quality of the Fenix gold project, and the completion of the offering will place the company in a strong position to secure construction financing later this year."

Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 -- Prospectus Exemptions: (i) up to 25.64 million shares under the offering will be offered for sale to purchasers resident in each province of Canada, except Quebec, and/or other qualifying jurisdictions pursuant to the listed issuer financing exemption under Part 5A of NI 45-106 for gross proceeds of up to $9,999,600; and (ii) any additional shares under the offering will be offered for sale to purchasers resident in each province of Canada, except Quebec, and/or other qualifying jurisdictions pursuant to other exemptions under NI 45-106 and in accordance with other applicable securities laws. The LIFE shares issued to Canadian-resident subscribers in the offering will not be subject to a hold period pursuant to applicable Canadian securities laws. The non-LIFE shares will be subject to a hold period pursuant to applicable Canadian securities laws expiring four months and one day from the date of issuance of such non-LIFE shares.

There is an offering document related to the LIFE shares issuable pursuant to the listed issuer financing exemption under the offering that can be accessed under the company's SEDAR+ profile and on the company's website. Prospective investors should read this offering document before making an investment decision.

The company plans to use the net proceeds from the offering for working capital and general corporate purposes, to undertake a mine expansion study, to carry out environmental monitoring, to purchase certain equipment for the project, and for permitting, community relations and concession fees.

The offering is scheduled to close on or about April 17, 2024, or such other date(s) as the company and Eight Capital may agree, and the completion of the offering is subject to certain conditions, including, but not limited to, the entering into of a definitive agency agreement between the company and the agents with respect to the offering and the receipt of all necessary approvals, including the approval of the TSX Venture Exchange.

Certain insiders of the company are expected to participate in the offering. The participation by such insiders is considered 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 exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of such insider participation, as neither the fair market value (as determined under MI 61-101) of the subject matter of, nor the fair market value of the consideration for, the transaction, insofar as it involves the interested parties, does not exceed 25 per cent of the company's market capitalization (as determined under MI 61-101).

About Rio2 Ltd.

Rio2 is a mining company focused on development and mining operations, with a team that has proven technical skills as well as a successful capital markets 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. The company 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 it operates in.

We seek Safe Harbor.