RIO2 Announces Participation IN Royal Road’S Private Placement
RIO2 ANNOUNCES PARTICIPATION IN ROYAL ROAD’S PRIVATE PLACEMENT
For Immediate Release November 27, 2025
VANCOUVER, BC - Rio2 Limited (“ Rio2”) (TSX: RIO ; OTCQX: RIOFF ; BVL: RIO ) announces that, it has
participated in the Royal Road Minerals Limited (“Royal Road”) Non -brokered Private Placement
which closed on November 27, 2025 with the purchase of 4,166,667 ordinary shares of Royal Road at
the price of $0.18 per share ($750,000 in total).
Pursuant to the Investor Rights Agreement announced on September 29, 2025, Rio2 has the right to
participate in equity financings by Royal Road to maintain its pro rata ownership in Royal Road at the
time of any such financing or acquire up to a 15% ownership interest in Royal Road (after giving effect
to the financing) provided that Rio2 owns at least a 9.5% in Royal Road (calculated in accordance with
the Investor Rights Agreement).
Following the completion of the Royal Road Private Placement on November 27, 2025 and the
purchase by Rio2 of 4,166,667 shares under that placement, Rio2 has beneficial ownership, control
and direction over an aggregate of 44,021,667 shares, representing approximately 15% of the issued
and outstanding shares of Royal Road on a non -diluted basis. Prior to this placement, Rio2 held
39,855,000 shares of Royal Road , representing approximately 15% of Royal Road’s issued and
outstanding shares.
Rio2 acquired these shares for investment purposes. Rio2 may, from time to time, subject to the
Investor Rights Agreement, acquire additional shares or other securities of Royal Road or dispose of
some or all of the shares or other securities of Royal Road that it owns at such time.
This news release is being issued in connection with the filing of an early warning report (the “ Early
Warning Report ”) pursuant to the requirements of National Instrument 62 -103 The Early Warning
System and Related Take -Over Bid and Insider Reporting Issues. The Early Warning Report will be
electronically filed with the applicable securities commission in each jurisdict ion where Royal Road is
reporting and will be available under the profile of Royal Road and Rio2 on SEDAR+ at
www.sedarplus.ca. A copy of the Early Warning Report may also be requested by contacting the
Executive Vice President, CFO & Corporate Secretary of Rio2 directly at the telephone number below.
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 a 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 an d preserve the environment of
the territories that we operate in.
Forward-Looking Statements
This news release contains certain “forward- looking information” within the meaning of applicable
Canadian securities legislation. Forward-looking information includes, but is not limited to, statements
regarding the future plans or intentions of Rio2, incl uding any potential future acquisitions or
dispositions of securities of Royal Road. Forward-looking information is based on a number of factors
and assumptions which have been used to develop such information but which may prove to be
incorrect. Forward-looking information involves known and unknown risks, uncertainties and other
factors which may cause actual results, performance or achievements to differ materially from those
anticipated. Readers should not place undue reliance on forward- looking inform ation. Except as
required by applicable securities laws, Rio2 does not undertake any obligation to update or revise any
forward-looking information, whether as a result of new information, future events or otherwise.
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 Black
Executive Chairman of the Board
Email: [email protected]
Tel: +51 99279 4655
Kathryn Johnson
Executive Vice President, CFO & Corporate Secretary
Email: [email protected]
Tel: +1 604 762 4720