RIO Rio2 Limited New

Rio2 Limited (“Rio2” or the “Company”) (TSXV: RIO; OTCQX: RIOFF; BVL: RIO) is pleased to announce that it has priced and upsized its previously announced overnight marketed public offering (the “Public Offering”) of common shares (the “Common Shares”) of the Company from up to C$40 million to C$55 million. Overall, 84,615,400 Common Shares will be issued at a price of C$0.65 per Common Share.

The Public Offering is being conducted on a best efforts agency basis pursuant to the terms and conditions of an agency agreement to be entered into between the Company and Raymond James Ltd. and Eight Capital as joint bookrunners and co-lead agents on behalf of a syndicate of agents, which includes Paradigm Capital Inc., Cantor Fitzgerald Canada Corporation and Pollitt & Co. Inc. (collectively, the “Agents”).

The Company will also grant the Agents an option (the “Agents’ Option”), exercisable at the offering price on or before two days prior to closing date of the Public Offering, to offer on a best-efforts basis up to an additional 15% of the Common Shares sold in the Public Offering to cover over-allotments, if any.

In all other respects, the terms of the Public Offering and use of proceeds therefrom will remain as previously disclosed in the original press release dated October 21, 2024.

The Public Offering is expected to close on or about October 29, 2024, subject to certain conditions including, but not limited to, the receipt of all necessary approvals, including the approval of the TSX Venture Exchange.

The Company announces that the previously announced non-brokered C$5 million private placement to Wheaton Precious Metals International Ltd. or an affiliate will also be conducted at a price of C$0.65 per Common Share (the “Wheaton Private Placement”). The Wheaton Private Placement will be completed concurrently with the Public Offering and the use of proceeds therefrom will remain as previously disclosed.

The securities have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any U.S. state securities laws, and may not be offered or sold in the United States without registration under the U.S. Securities Act and all applicable state securities laws or compliance with the requirements of an applicable exemption therefrom. This press 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 these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About Rio2

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 pillars (Social, Environment, ‎Economics) of responsible 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.‎

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.comTel: +51 99279 4655

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

Cautionary Statement on Forward-Looking Information

This news release contains “forward-looking statements” and “forward-looking information” within the meaning of applicable Canadian and U.S. securities laws relating to Rio2’s planned development of the Project, expectations about the timing, completion and gross proceeds of the Public Offering and the Wheaton Private Placement, the use of proceeds from the Public Offering and the Wheaton Private Placement, and management’s expectations with respect to the Public Offering and the Wheaton Private Placement.

All statements included herein, other than statements of historical fact, may be forward-looking information and such information involves various risks and uncertainties. These statements are based on Rio2’s current internal expectations, estimates, projections, assumptions and beliefs, which may prove to be incorrect. Some of the forward-looking statements may be identified by the use of conditional or future tenses or by the use of such words such as “will”, “expects”, “may”, “should”, “estimates”, “anticipates”, “believes”, “projects”, “plans”, and similar expressions, including variations thereof and negative forms. These statements are not guarantees of future performance and undue reliance should not be placed on them. Such forward-looking statements necessarily involve known and unknown risks and uncertainties, which may cause Rio2’s actual performance and financial results in future periods to differ materially from any projections of future performance or results expressed or implied by such forward-looking statements. A description of assumptions used to develop such 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 Public Offering as described herein, and management’s ability to anticipate and manage the foregoing factors and risks. There can be no assurance that forward-looking statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. Rio2 undertakes no obligation to update forward-looking statements if circumstances or management’s estimates or opinions should change except as required by applicable securities laws. The reader is cautioned not to place undue reliance on forward-looking statements. Rio2 disclaims any intention or obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except to the extent required by securities legislation.

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