Rio2 announces filing of prospectus supplement in connection with previously announced equity financing in the form of a “Bought Deal”

NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISTRIBUTION IN THE UNITED STATES

Rio2 Limited (” Rio2 ” or the ” Company “) (TSX: RIO; OTCQX: RIOFF; BVL: RIO) today announced that it has filed a prospectus supplement dated December 10, 2025 (the ” Prospectus Supplement “) to its abridged base shelf prospectus dated October 16, 2024, as amended pursuant to Amendment No. 1 to such abridged base shelf prospectus dated December 3, 2025 (the “Base Shelf Prospectus”).

The Prospectus Supplement has been filed with the securities regulatory authorities in each of the provinces and territories of Canada, excluding Quebec, in order to qualify for the public distribution of 74,865,000 subscription receipts (the ” Subscription receipts “) at a price of $2.22 per subscription receipt in connection with the Company’s previously announced “purchased deal” stock offering (the ” Equity financing “) and acquisition of the Condestable mine (the ” Transaction “). The full details of the equity financing, together with the possible exercise and issuance of securities under the over-allotment option, are set out in the Prospectus Supplement.

The Company has granted the underwriters of the equity financing 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 following the closing of the equity financing, to purchase at $2.22 per subscription receipt up to a maximum number of additional subscription receipts equal to 15% of the number of subscription receipts sold under the equity financing. The underwriters may elect to exercise the over-allotment option to cover over-allotments, if any, and for market stabilization purposes.

The closing of the equity financing is expected to occur on or about December 15, 2025, and is subject to the satisfaction of certain customary closing conditions, including the receipt of all necessary approvals from the Toronto Stock Exchange (the “TSX”). The TSX has granted conditional approval for the listing of Rio2’s subscription receipts and underlying common shares. The listing of such securities is subject to Rio2 meeting all listing requirements of the TSX

The Prospectus Supplement, the Base Shelf Prospectus and any amendments, if any, and a related company presentation can be accessed under the company profile on SEDAR+ at www.sedarplus.ca and on the company’s website at www.rio2.com.

Acquisition of Condestable Mine

As announced on December 8, 2025, Rio2 has entered into a definitive agreement to acquire a 99.1% interest in the Condestable mine (” Constable My “) located in Peru (the ” Transaction “).

Readers are encouraged to read the Prospectus Supplement, in particular the section entitled “The Takeover”, for details relating to the Transaction, including highlights and reasons for the Transaction, and operational and financial information relating to the Condestable Mine.

In addition, a technical report prepared in accordance with NI 43-101 entitled “Technical Report on the Condestable Mine, Lima Department, Peru,” dated April 12, 2024, with an effective date of December 31, 2022, has been filed on the Company’s profile on SEDAR+ and is also available on the Company’s website.

The Company expects to post a corporate presentation about the Transaction on its website www.rio2.com upon closing of the equity financing.

This press release does not constitute an offer to sell or the solicitation of an offer to purchase the Common Shares in the United States. The Common Stock has not been and will not be registered under the United States Securities Act of 1933, as amended (the “US Securities Act”), and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the US Securities Act.

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
E-mail: alex.black@rio2.com
Tel: +51 99279 4655

Kathryn Johnson
Executive Vice President, CFO and Corporate Secretary
E-mail: 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.