Mr. Alex Black reports

RIO2 ANNOUNCES CLOSING OF UPSIZED BOUGHT DEAL FOR GROSS PROCEEDS OF C$191 MILLION

Rio2 Ltd. has closed its previously announced and upsized bought deal financing of 86,094,750 subscription receipts of the company, at a price per subscription receipt of $2.22 (Canadian), for aggregate gross proceeds to the company of $191,130,345 (Canadian), or approximately $138-million (U.S.), which included the full exercise of the overallotment option.

The net proceeds of the equity financing will be used to address the cash consideration of the acquisition of the Condestable mine and for general corporate and working capital purposes.

The equity financing was underwritten by Raymond James Ltd., Stifel Canada and BMO Capital Markets, the co-lead underwriters and joint bookrunners.

The net proceeds from the equity financing will be held in escrow pending satisfaction or waiver of certain release conditions, including the satisfaction or waiver of all conditions to the completion of the acquisition substantially in accordance with the terms of the definitive acquisition agreement, other than the payment of the purchase price. If the release conditions are satisfied on or prior to 11:59 p.m. Eastern Time on March 31, 2026, such proceeds will be released to the company and each holder of subscription receipts will receive, without additional consideration and without further action, one Rio2 common share, subject to customary adjustment provisions, for each subscription receipt held upon closing of the acquisition. If: (i) the closing of the acquisition does not occur on or prior to on the outside date; (ii) the company advises the underwriters or announces to the public that it does not intend to proceed with the acquisition; or (iii) the agreement is terminated in accordance with its terms, the holders of subscription receipts will receive a cash payment equal to the offer price of the subscription receipts plus their pro rata share of the interest actually earned on the escrowed funds during the term of the escrow.

The acquisition is expected to be completed in January, 2026, subject to closing conditions. The subscription receipts are expected to begin trading on the Toronto Stock Exchange on Monday, Dec. 15, 2026, under the ticker symbol RIO.R.

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 track 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, 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 it operates in.

We seek Safe Harbor.