Mr. Alex Black reports

RIO2 ANNOUNCES FINANCING PACKAGE TO FUND THE FENIX GOLD PROJECT

Rio2 Ltd. has arranged a mine construction financing package expected to total approximately $150-million (U.S.) for construction and general working capital of the company's 100-per-cent-owned Fenix gold project in Chile.

This financing package marks a significant derisking milestone for the Fenix gold mine, and, with all key sectorial permits for construction now in hand, Rio2 is positioned to fully execute the development, ramp-up and operation of the Fenix gold mine.

The total financing package comprises the following:

• $120-million (U.S.) financing package with Wheaton Precious Metals International Ltd.;
• Overnight marketed public offering of common shares of the company to raise gross proceeds of up to $40-million led by Raymond James Ltd. and Eight Capital;
• Non-brokered private placement of common shares to Wheaton for proceeds of $5-million.

Alex Black, executive chairman of Rio2, commented: "This financing package is the result of a competitive and comprehensive process undertaken by the company, with the assistance of Endeavour Financial as its adviser, to secure the optimal financing solution for the construction of our Fenix gold mine. Wheaton's expanding commitment to us validates the quality of our Fenix project, and their continued backing as a cornerstone financial partner, in addition to the support of our shareholders, has put Rio2 in a position of certainty to fund Fenix to production. We are highly excited to advance construction in a responsible manner, build the next gold mine in Chile and generate material value for all Rio2 stakeholders."

Randy Smallwood, president and chief executive officer of Wheaton, commented: "We are excited to continue our support of Rio2 and Fenix with this project financing package. Fenix is a highly attractive, scalable gold project located in a well-known mining jurisdiction. Alex and his team have a strong track record of success building and operating world-class mining operations in South America, and our continued investment in Rio2 and Fenix represents our confidence in the team and the project."

Wheaton financing

The Wheaton financing comprises: (i) a $100-million (U.S.) flexible prepay arrangement; (ii) a $20-million (U.S.) contingent cost overrun facility in the form of a standby loan facility; and (iii) the $5-million Wheaton private placement.

Concurrently with the Wheaton financing, Rio2 and Wheaton have also agreed to an amendment to the existing precious metal purchase agreement that was entered into on Nov. 15, 2021.

All definitive documentation for the Wheaton financing has been executed. Subject to the satisfaction of certain customary conditions precedent, Rio2 expects to receive the second deposit from the gold stream amendment in Q1 2025 and the first $50-million (U.S.) tranche from the flexible prepay arrangement in early 2025. The second $50-million (U.S.) tranche from the flexible prepay arrangement is expected to be received in Q3 2025.

A summary of the key terms of the flexible prepay arrangement, the standby loan facility, the gold stream amendment and the Wheaton private placement are outlined as follows.

Flexible prepay arrangement -- $100-million (U.S.):

• $100-million (U.S.) across two equal tranches (the prepay deposit) in exchange for total gold deliveries of 95,000 ounces of gold on the schedule shown in the attached table;
• The total ounces committed under the flexible prepay arrangement represent less than 8 per cent of estimated total gold production as set out in the company's independent technical report dated Oct. 16, 2023, entitled "NI 43-101 Technical Report on the Feasibility Study for the Fenix Gold Project";
• Rio2 to receive payments from Wheaton for all gold ounces delivered equal to 20 per cent of the spot gold price;
• Rio2 to have an option for a period of two years from the end of 2027 for early repayment of the flexible prepay arrangement without penalty;
• The flexible prepay arrangement shares in the same security as the existing Wheaton precious metal purchase agreement and has no associated hedging, cash sweeps, cash collateralization or offtake agreement.

Standby loan facility -- $20-million (U.S.):

• $20-million (U.S.) available following drawdown of the flexible prepay arrangement and following the satisfaction of certain conditions precedent;
• Interest rate of three-month term SOFR (secured overnight financing rate) plus 9.50 per cent per annum;
• Standby fee of 1.50 per cent per annum;
• Maturity date is four years following first drawdown;
• Available for capital overruns and ramp-up and associated working capital.

Gold stream amendment:

• Rio2 entered into a definitive precious metal purchase agreement with Wheaton on Nov. 15, 2021, and received a deposit payment of $25-million (U.S.) from Wheaton on March 29, 2022;
• In addition to implementing the flexible prepay arrangement, Rio2 and Wheaton have also agreed under the gold stream amendment to:
  • Adjust the commencement date for the calculation of delay gold ounces so that those that have already accrued or that would have accrued to the end of 2026 are waived;
  • Increase continuing payments for gold ounces delivered to 20 per cent of the spot gold price (versus 18 per cent previously) until the value of gold delivered less the continuing payment equals the upfront consideration;
• The remaining second deposit of $25-million (U.S.) will be available following closing of the public offering and following the satisfaction of certain conditions precedent.

Rio2 private placement to Wheaton -- $5-million

Wheaton or an affiliate has committed to purchase, on a non-brokered private placement basis, common shares for proceeds equal to the lesser of: (a) $5-million; and (b) 15 per cent of equity raised in the public offering. Rio2 will place common shares to Wheaton for proceeds of $5-million at a price per share equal to and concurrent with the public offering.

Public offering

The company has commenced an overnight marketed public offering expected to raise aggregate gross proceeds of up to $40-million.

The public offering is being conducted pursuant to the terms and conditions of an agency agreement to be entered into between the company and Raymond James and Eight Capital, on behalf of a syndicate of agents. The pricing and final terms of the public offering will be determined in the context of the market at the time of entering into the definitive agency agreement between the company and the agents.

The company will also grant the agents an option, exercisable at the offering price on or before two days prior to closing date of the public offering, to offer, on a best-effort basis, up to an additional 15 per cent of the common shares sold in the public offering to cover overallotments, if any.

The company intends to use the net proceeds from the public offering and the Wheaton private placement for the construction, development, operation, commissioning and ramp-up, and general working capital for the project.

The common shares will be offered under the short form base shelf prospectus of the company dated Oct. 16, 2024, as supplemented by a prospectus supplement to be prepared and filed in each of the provinces of Canada, other than the province of Quebec. The common shares will also be offered by way of a private placement in the United States and in those jurisdictions outside of Canada and the United States that are agreed to by the company and the agents, where the common shares can be issued on a private placement basis, exempt from any prospectus, registration or other similar requirements.

The public offering is expected to close on or about Oct. 29, 2024, subject to certain conditions, including, but not limited to, the receipt of all necessary approvals, including the approval of the TSX Venture Exchange.

Advisers

Rio2's exclusive financial adviser is Endeavour Financial. The public offering is being completed by a syndicate of agents led by Raymond James and Eight Capital. Rio2's legal advisers are DLA Piper (Canada) LLP in Canada in connection with the public offering and the Wheaton private placement and McMillan LLP in Canada and Guerrero Olivos in Chile in connection with the Wheaton financing.

Technical information

The scientific and technical content of this news release has been reviewed, approved and verified by Ronoel Vega, MinEng, MMBA, FAusIMM, who is a qualified person under National Instrument 43-101, Standards of Disclosure for Mineral Projects. For additional information regarding the project, including key parameters, assumptions and risks associated with its development, see the independent technical report entitled "NI 43-101 Technical Report on the Feasibility Study for the Fenix Gold Project," dated Oct. 18, 2023, with an effective date of Oct. 16, 2023, a copy of which is available under Rio2's SEDAR+ profile.

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 pillars (social, environment and 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 the company operates in.

We seek Safe Harbor.