Rio2 announces an increase in previously announced purchased deal financing to C$166 million

Rio2 Limited (“Rio2” or the “Company”) (TSX: RIO; OTCQX: RIOFF; BVL: RIO) is pleased to announce that due to strong investor demand, the Company, Raymond James Ltd., (“Raymond James”), has acquired Stifel Nicolaus Canada Inc. (“Stifel”) and BMO Nesbitt Burns Inc. (“BMO”), the co-lead underwriters and joint bookrunners (collectively, the “Underwriters”) have increased the previously announced “purchased deal” financing from C$140 million to approximately C$166 million, or approximately US$120 million (the “Equity Financing”). Under the equity financing, the Underwriters have agreed to purchase, on a “purchased deal” basis, 74,865,000 subscription receipts from the Company (“subscription receipts”) at a price of $2.22 per subscription receipts (the “Issue Price”) for gross proceeds of C$166,200,300.

The Company has granted the Underwriters an over-allotment option (the ” Over-allotment option “), exercisable in whole or in part, at any time and from time to time, for a period of 30 days after the Closing Date, to purchase at the Issue Price a maximum number of additional Subscription Receipts equal to 15% of the number of Subscription Receipts sold under the Offering. The Underwriters may elect to exercise the Over-allotment Option to cover any over-allotments and for market stabilization purposes.

Apart from the increase in the size of the equity financing, all other conditions remain unchanged after the amendment.

The equity financing is expected to close on or about December 15, 2025, subject to certain customary closing conditions, including the receipt of all necessary approvals from the TSX.

About Rio2 Limited

Rio2 is a mining company with a focus on development and mining operations with a team that has proven technical skills and a successful track record in the capital markets. Rio2 aims to bring the Fenix ​​Gold Project in Chile into production in the shortest possible time, based on a phased development strategy. Rio2 and its wholly owned subsidiary, Fenix ​​Gold Limitada, are companies with the highest environmental standards and responsibility, with the firm belief that it is possible to develop mining projects that respect the three pillars (social, environmental, economic) of responsible development. As affiliated companies, we reaffirm our commitment to applying environmental standards that go beyond those imposed by regulators, seeking to protect and preserve the environment in the areas in which we operate.

For more information about Rio2 Limited, please visit: www.Rio2.com or Rio2’s SEDAR+ profile at www.sedarplus.ca.

ON BEHALF OF THE BOARD OF DIRECTORS OF Rio2 LIMITED

Alex Black

Executive Chairman of the Board

Email: alex.black@Rio2.com

Tel: +51 99279 4655

Kathryn Johnson

Executive Vice President, CFO and Corporate Secretary

Email: kathryn.johnson@Rio2.com

Tel: +1 604 762 4720

Forward-looking information

This press release contains forward-looking statements and forward-looking information (collectively, “forward-looking information”) within the meaning of applicable securities laws relating to the Transaction, the operations of the Condestable Mine and its potential expansion, expansion of the Fenix ​​Gold Project and other aspects of Rio2’s future operations, strategy and plans. Without limiting the generality of the foregoing, this press release contains forward-looking information with respect to the following: the completion of the Transaction and the timing thereof; the expected benefits, synergies and strategic positioning resulting from the transaction (including diversification, cash flow to support growth, minimal share dilution, growth on key per share metrics and a high internal rate of return); the completion of the equity financing; the use of the proceeds from the equity financing; approvals from the TSX regarding the equity financing and other matters additional or incidental to the foregoing.

All statements contained herein, other than statements of historical fact, may constitute forward-looking information and such information involves various risks and uncertainties. Forward-looking information is often, but not always, identified by the use of words such as “seek,” “anticipate,” “plan,” “continue,” “estimate,” “expect,” “may,” “will,” “project,” “predict,” “potential,” “targeting,” “intend,” “could,” “could,” “should,” “believe” and similar expressions. The forward-looking information is based on certain material expectations and assumptions of Rio2’s management, including but not limited to: expectations regarding prevailing commodity prices (including copper and gold prices), exchange rates, interest rates, applicable royalty rates and tax laws; capital efficiency; legal and regulatory environment of Chile and Peru; future mining and production rates and estimates of capital and operating costs for both the Fenix ​​Gold Project and the Condestable Mine; expectations regarding the availability of debt financing and the completion of the equity financing and private placement; estimates of reserves and resources at both properties; expected timing and results of capital expenditures and expansion projects; the adequacy of capital expenditures in carrying out planned activities; results of operations and performance; the successful completion of the Transaction in accordance with the terms of the Agreement; the availability and costs of financing, labor and services; Rio2’s ability to access capital on satisfactory terms; the integration of Condestable operations; the realization of expected synergies and benefits from the Transaction; the receipt of all regulatory and exchange approvals for the Transaction and the satisfaction of the closing conditions for the Transaction.

Rio2 believes that the expectations reflected in these forward-looking statements are reasonable, but no assurance can be given that these expectations will prove to be correct and undue reliance should not be placed on such forward-looking statements in this press release. A description of the assumptions used to develop such forward-looking information and a description of risk factors that could cause actual results to differ materially from forward-looking information can be found in Rio2’s disclosure documents on the SEDAR+ website at www.sedarplus.ca. These risks and uncertainties include, but are not limited to: risks and uncertainties relating to the completion of the debt and equity financings for the Transaction; risks relating to the completion of the Transaction, including satisfaction of closing conditions and receipt of regulatory approvals; risks associated with the integration of Condestable activities; risks related to copper price volatility and market conditions; operational risks at the Condestable Mine; risks associated with mining activities in Peru; risks related to the Seller Debt Arrangements and related security interests; risks of currency fluctuations; regulatory and licensing risks in both Chile and Peru; and management’s ability to anticipate and manage the factors and risks referred to herein.

Forward-looking statements contained in this press release are made as of the date of this press release and such information should not be relied upon as representing the views of any date subsequent to the date of this press release. Rio2 has attempted to identify important factors that could cause actual results, performance or achievements to differ from current expectations or estimates expressed or implied by the forward-looking information. However, there may be other factors that cause results, performance or achievements not to be as anticipated or estimated and could cause actual results, performance or achievements to differ materially from current expectations. Rio2 disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable securities laws.