Rio2 Limited (TSX-V: RIO) (OTCQX: RIOFF) (BVL: RIO) announces that it has closed its private placement, as announced on April 8, 2024, and April 9, 2024. A total of 59,030,000 common shares of the Company were sold at a price of $0.39 per Share for gross proceeds to the Company of $23,021,700.

The Company entered into an agency agreement with Eight Capital and a syndicate of agents, including Cantor Fitzgerald Canada Corporation, Echelon Capital Markets, Pollitt & Co. Inc. and Raymond James Ltd., under which the Company sold, on a brokered “best efforts” basis, 25,640,000 Shares at the Offering Price pursuant to the listed issuer financing exemption available under Part 5A of National Instrument 45-106 – Prospectus Exemptions (the “LIFE offering”) and 33,390,000 shares at the Offering Price pursuant to other exemptions under NI 45-106 and in accordance with other applicable securities laws in qualifying jurisdictions. ‎The agents received a cash commission of $900,000.

The Company plans to use the net proceeds from the Offering in preparation for the construction financing of the Fenix Gold Project later in 2024. Use of proceeds will go towards completing lead order purchases for the mine construction, permitting activities, environmental monitoring, community relations activities, payment of concession fees and general corporate purposes. Final acceptance by the TSX Venture Exchange of the Offering is subject to the completion of ‎customary post-closing filings.‎

Certain insiders of the Company participated in the Offering and subscribed for an aggregate of 2,438,500 shares for aggregate proceeds of $951,015‎. ‎The participation by such insiders is considered a “related party transaction” within the meaning of ‎Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions. The Company relied on exemptions from the formal valuation and minority shareholder ‎approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of such ‎insider participation as neither the fair market value (as determined under MI 61-‎‎101) of the subject matter of, nor the fair market value of the consideration for, the transaction, insofar ‎as it involves the interested parties, does not exceed 25% of the Company’s market capitalization (as determined ‎under MI 61-101)‎. The Company did not file a material change report in respect of the participation of the insiders in the ‎Offering at least 21 days before closing of the Offering as the participation of the ‎insiders was not determined at that time.‎

This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or under any U.S. state securities laws, and may not be offered or sold in the United States or to “U.S. Persons” (as that term is defined in Rule 902(k) of Regulation S under the U.S. Securities Act) absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act, as amended, and applicable state securities laws.

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 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 axes (Social, Environment, ‎Economics) of sustainable 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.‎