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RIO2 Announces 2023 Agm Results

Shareholder Meetings

RIO2 ANNOUNCES 2023 AGM RESULTS

For Immediate Release September 28, 2023

Vancouver, B.C. - Rio2 Limited (“Rio2” or the “ Company”) (TSXV: RIO; OTCQX: RIOFF; BVL: RIO)

announces the results of voting at its Annual and Special General Meeting of Shareholders (the

“Meeting”) held on Wednesday, September 27, 2023. A total of 119,076,933 common shares were

voted, representing 46.02% of 258,753,108 shares issued and outstanding as of the record date of the

meeting.

Shareholders voted in favor of all items put forward by the board of directors and management. All

seven of the individuals nominated for the board of directors were elected as set out below:

VOTES FOR

% VOTES

FOR

VOTES

WITHHELD

% VOTES WITHHELD

Klaus Zeitler 80,948,350 85.62% 13,599,074 14.38%

Alex Black 94,465,514 99.91% 81,910 0.09%

Andrew Cox 94,352,014 99.79% 195,410 0.21%

Ram Ramachandran 93,385,024 98.77% 1,162,400 1.23%

Albrecht Schneider 93,387,044 98.77% 1,160,380 1.23%

Sidney Robinson 93,405,014 98.79% 1,142,410 1.21%

Drago Kisic 93,376,044 98.76% 1,171,380 1.24%

At the Meeting shareholders also approved amendments to the Company’s 2018 Rio2 Stock Option

Plan (the “Amended Plan”) . The Amended Plan is substantially the same as the 2018 Stock Option

Plan; however, it allows for the exercise of stock options on a cashless and net exercise basis and

contains other minor amendments to ensure compliance with TSX Venture Exchange (the “Exchange”)

Policy 4.4 – Security Based Compensation (“Policy 4.4”) which was implemented by the Exchange on

November 24, 2021.

As a result of the shareholder approval, the 2018 Stock Option Plan will be of no further force and

effect and all options and sto ck option agreements issued under the 2018 Stock Option Plan will be

deemed to be issued under the Amended Plan and henceforth governed under the Amended Plan.

The full version of the Amended Plan can be found on Rio2’s Sedar+ profile or obtained directly from

the Company at [email protected].

At the Meeting , shareholders also voted in favor of reappointing Grant Thornton LLP as Company

auditors for the ensuing year and authorizing directors to fix their remuneration.

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 short est 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.

To learn more about Rio2 Limited, please visit www.rio2.com or Rio2’s SEDAR + profile at

www.sedarplus.com.

ON BEHALF OF THE BOARD OF RIO2 LIMITED

Alex Black

Executive Chairman

Email: [email protected]

Tel: +51 99279 4655

Kathryn Johnson

Executive Vice President, CFO & Corporate Secretary

Email: [email protected]

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.