RIO Rio2 Limited New

Rio2 Limited (“Rio2” or the “Company”) (TSXV: RIO; OTCQX: RIOFF; BVL: RIO) is pleased to announce that further to the news release dated April 8, 2024, it has entered into an amending agreement with Eight Capital, as agent, to upsize the previously announced private placement. Pursuant to the upsized offering, the Company will issue up to 59,030,000 common shares of the Company (the “Shares”) at a price of $0.39 per Share (the “Offering Price”) for gross proceeds to the Company of up to $23,021,700 (the “Offering”).

Alex Black, Executive Chairman, stated: “The Company received significant interest from key existing shareholders to participate in financing our Company at this stage of its development, far exceeding the $10 million maximum amount first announced. In my opinion, this strong ‎show of support validates the robustness and quality of the Fenix Gold Project and the completion of the Offering will place the ‎Company in a strong position to secure construction financing later this year.”‎

Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 – Prospectus Exemptions (“NI 45-106”): (i) up to 25,640,000 Shares under the Offering (the “LIFE Shares”) will be offered for sale to purchasers resident in each of the Provinces of Canada, except Quebec‎ and/or other qualifying jurisdictions pursuant to the listed issuer financing exemption under Part 5A of NI 45-106 (the “Listed Issuer Financing Exemption”) for gross proceeds of up to C$9,999,600; and (ii) any additional Shares under the Offering (the “Non-LIFE Shares”) will be offered for sale to purchasers resident in each of the Provinces of Canada, except Quebec‎ and/or other qualifying jurisdictions pursuant to other exemptions under NI 45-106 and in accordance with other applicable securities laws. The LIFE Shares issued to Canadian resident subscribers in the Offering will not be subject to a hold period pursuant to applicable Canadian securities laws. The Non-LIFE Shares will be subject to a hold period pursuant to applicable Canadian securities laws expiring four months and one day from the date of issuance of such Non-LIFE Shares.

There is an offering document (the “Offering Document”) related to the LIFE Shares issuable pursuant to the Listed Issuer Financing Exemption under the Offering that can be accessed under the Company’s profile at www.sedarplus.ca and on the Company’s website at: www.rio2.com. Prospective investors should read this Offering Document before making an investment decision.

The Company plans to use the net proceeds from the Offering for working capital and general corporate purposes‎, to undertake a mine expansion study, to carry out environmental monitoring, to purchase certain ‎equipment for the Project, permitting, community relations, and concession fees. ‎

The Offering is scheduled to close on or about April 17, 2024 or such other date(s) as the Company and Eight Capital may agree (the “Closing Date”) and completion of the Offering is subject to certain conditions including, but not limited to, the entering into of a definitive agency agreement between the Company and the Agents with respect to the Offering and the receipt of all necessary approvals, including the approval of the TSX Venture Exchange (the “TSXV”).

Certain insiders of the Company are expected to participate in the Offering. ‎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 is relying 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)‎.

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 Information

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 ‎timing, pricing and intended use of proceeds of the Offering; the expected insider participation under the Offering; the receipt of TSXV approval of the Offering; the use of proceeds of financings; 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: expectations regarding the Company’s ability to complete the Offering on the terms and on the proposed timeline announced or at all; market conditions and the availability of financing; 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 the receipt of the Sectorial Permits and the completion of the financings, each as described herein, 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.sedarplus.ca. ‎

On Behalf of the Board of Rio2 Limited

Alex BlackExecutive ChairmanEmail: alex.black@rio2.com ‎Tel: +51 99279 4655‎

Kathryn JohnsonExecutive Vice President, CFO & Corporate SecretaryEmail: kathryn.johnson@rio2.com ‎Tel: +1 604 762 4720‎

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.