Rio2 Closes C$23M Offering

Rio2 Limited (“

Rio2

” or the “

Company

”) (TSXV: 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 (the “

Shares

”) were sold at a price of $0.39 per Share (the “

Offering Price

”) for gross proceeds to the Company of $23,021,700 (the “

Offering

”).

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 (the “TSXV”) 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 (“MI 61-‎‎101”). 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.‎

Forward-Looking Statements

This news release contains forward-looking statements and forward-looking information (collectively ‎‎‎“forward-looking information”) within the meaning of applicable securities laws relating to Rio2’s planned ‎development and financing of the Fenix Gold Project and other aspects of Rio2’s anticipated future ‎operations and ‎plans. In addition, without limiting the generality of the foregoing, this news release ‎contains forward-‎looking information pertaining to the following: the ‎intended use of proceeds of the Offering; the receipt of TSXV approval of the Offering; and other matters ancillary or incidental to the foregoing.

All statements included herein, other than statements of historical fact, may be 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”, “forecast”, “estimate”, “expect”, “may”, “will”, “project”, “predict”, “potential”, “targeting”, “intend”, “could”, “might”, “should”, “believe”, and similar expressions. The forward-looking information is based on certain key expectations and assumptions made by Rio2’s management which may prove to be incorrect, including but not limited to: market conditions; expectations concerning prevailing commodity prices, exchange rates, interest rates, applicable royalty rates and tax laws; capital efficiencies; legislative and regulatory environment of Chile; future production rates and estimates of capital and operating costs; estimates of reserves and resources; anticipated results of capital expenditures; the sufficiency of capital expenditures in carrying out planned activities; performance; the availability and cost of financing, labor and services; and Rio2’s ability to access capital on satisfactory terms.

Rio2 believes the expectations reflected in the forward-looking information in this news release are reasonable, but no assurance can be given that these expectations will prove to be correct and such forward-looking information in this news release should not be unduly relied upon. Actual results and outcomes may differ materially from what is ‎expressed or forecasted in such forward-looking information. ‎A description of assumptions used to develop such forward-looking information and a description of risk factors that may 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 market conditions, receipt of regulatory approvals and management’s ability to anticipate and manage the factors and risks referred to herein.

Forward-looking information included in this news release are made as of the date of this news release and such information should not be relied upon as representing its views as of any date after the date of this news release. Rio2 has attempted to identify important factors that could cause actual results, performance or achievements to vary from those 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 expected or estimated and that 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 information, whether as a result of new information, future events or otherwise, except as expressly required by applicable securities legislation.

To learn more about Rio2 Limited, please visit: www.rio2.com or Rio2's SEDAR profile at www.sedar.com.

ON BEHALF OF THE BOARD OF RIO2 LIMITED

Alex BlackExecutive Chairman Email: [e-mail]: [phone]

Kathryn JohnsonExecutive Vice President, CFO & Corporate SecretaryEmail: [e-mail] ‎Tel: [phone]‎

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts the responsibility for the adequacy or accuracy of this release.