Mr. Alex Black reports

RIO2 ANNOUNCES FILING OF PROSPECTUS SUPPLEMENT IN CONNECTION WITH PREVIOUSLY ANNOUNCED "BOUGHT DEAL" EQUITY FINANCING

Rio2 Ltd. has filed a prospectus supplement dated Dec. 10, 2025, to its short form base shelf prospectus dated Oct. 16, 2024, as amended pursuant to amendment No. 1 to such short form base shelf prospectus dated Dec. 3, 2025.

The prospectus supplement was filed with the securities regulatory authorities in each of the provinces and territories of Canada, except Quebec, to qualify the public distribution of 74,865,000 subscription receipts at a price of $2.22 per subscription receipt in connection with the company's previously announced bought deal equity offering and acquisition of the Condestable mine. The full particulars of the equity financing, along with the possible exercise and issue of securities pursuant to the overallotment option, are set out in the prospectus supplement.

The company has granted the underwriters of the equity financing an overallotment option, exercisable in whole or in part, at any time and from time to time, for a period of 30 days following the closing of the equity financing, to purchase at $2.22 per subscription receipt up to such number of additional subscription receipts as is equal to 15 per cent of the number of subscription receipts sold pursuant to the equity financing. The underwriters can elect to exercise the overallotment option to cover overallotments, if any, and for market stabilization purposes.

Closing of the equity financing is expected to occur on or about Dec. 15, 2025, and is subject to satisfaction of certain customary closing conditions, including the receipt of all necessary approvals from the Toronto Stock Exchange. The TSX has provided its conditional approval of the listing of the subscription receipts and underlying common shares of Rio2. Listing of such securities will be subject to Rio2 fulfilling all of the listing requirements of the TSX.

The prospectus supplement, the base shelf prospectus and any amendment, as applicable, and a related corporate presentation, are accessible under the company's profile on SEDAR+ and on the company's website.

Acquisition of the Condestable mine

As announced on Dec. 8, 2025, Rio2 has entered into a definitive agreement to acquire a 99.1-per-cent interest in the Condestable mine, located in Peru.

Readers are encouraged to review the prospectus supplement, in particular the section entitled "the acquisition," for details regarding the transaction, including highlights and rationale for the transaction, and operating and financial information regarding the Condestable mine.

In addition, a technical report prepared in accordance with National Instrument 43-101, entitled "Technical Report on the Condestable Mine, Lima Department, Peru," dated April 12, 2024, with an effective date of Dec. 31, 2022, has been filed on the company's profile on SEDAR+ and is also available on the company's website.

The company anticipates posting a corporate presentation regarding the transaction on its website upon closing of the equity financing.

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 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 pillars (social, environment, economics) of responsible development. As related companies, 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.