Rio2 Limited (TSX: RIO) (OTCQX: RIOFF) (BVL: RIO) is pleased to announce the closing of its previously announced and upsized bought deal financing of 86,094,750 subscription receipts of the Company, at a price per Subscription Receipt of C$2.22, for aggregate gross proceeds to the company of C$191,130,345, or approximately US$138 million, which included the full exercise of the Over-Allotment 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 pm (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 (any such event, a “Termination Event” and the date on which the earliest Termination Event occurs, the “Termination Date”), 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 December 15, 2026, under the ticker symbol “RIO.R.”

The Subscription Receipts have not been and will not be registered under the U.S. Securities Act of 1933, as amended, or any applicable securities laws of any state or other jurisdiction of the United States and may not be offered or sold directly or indirectly in the United States absent registration or an applicable exemption from such registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy any securities of the Company, nor shall there be any offer or sale of any securities of the Company in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

About Rio2 Limited

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 timeframe based on a staged development strategy. Rio2 and its wholly owned subsidiary, Fenix Gold Limitada, 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, we reaffirm our commitment to apply environmental standards beyond those that are mandated by regulators, seeking to protect and preserve the environment of the territories that we operate in.