Mr. Alex Black reports

RIO2 ANNOUNCES PRICING AND UPSIZE TO PREVIOUSLY ANNOUNCED OVERNIGHT MARKETED PUBLIC OFFERING

Rio2 Ltd. has priced and upsized its previously announced overnight marketed public offering of common shares of the company from up to $40-million to $55-million. Over all, 84,615,400 common shares will be issued at a price of 65 cents per common share.

The public offering is being conducted on a best-efforts agency basis, pursuant to the terms and conditions of an agency agreement to be entered into between the company and Raymond James Ltd. and Eight Capital, as joint bookrunners and co-lead agents, on behalf of a syndicate of agents, which includes Paradigm Capital Inc., Cantor Fitzgerald Canada Corp. and Pollitt & Co. Inc.

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-efforts basis up to an additional 15 per cent of the common shares sold in the public offering to cover overallotments, if any.

In all other respects, the terms of the public offering and the use of proceeds therefrom will remain as previously disclosed in the original press release dated Oct. 21, 2024.

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.

The previously announced non-brokered $5-million private placement to Wheaton Precious Metals International Ltd. or an affiliate will also be conducted at a price of 65 cents per common share. The Wheaton private placement will be completed concurrently with the public offering and the use of proceeds therefrom will remain as previously disclosed.

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 and economics) of responsible development. 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.