RIO2 Completes Acquisition of the Condestable MINE
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RIO2 COMPLETES ACQUISITION OF THE CONDESTABLE MINE
For Immediate Release January 30, 2026
VANCOUVER, BC – Rio2 Limited (“Rio2” or the “Company”) (TSX: RIO; OTCQX: RIOFF; BVL: RIO) is pleased
to announce the successful acquisiQon (the “Acquisi0on”) of a 99.1% interest in the Condestable mine
(“Condestable Mine” or “Condestable”) located in Peru. Rio2 acquired the Condestable Mine from
Southern Peaks Mining L.P . (“Southern Peaks”).
Alex Black, ExecuQve Chairman of Rio2, stated: “The acquisi+on of the Condestable Mine is the result of six
months of rigorous due diligence and nego+a+ons with Southern Peaks. Rio2 sees the Acquisi+on as a
posi+ve step for the Company in its quest to become a diversified and highly profitable La+n American
miner. Southern Peaks has put the mine on a strong foo+ng during its twelve years of ownership, and Rio2
looks forward to con+nuing to capitalize on this solid founda+on and grow resources/rese rves and
produc+on over the coming years.”
Andrew Cox, President and Chief ExecuQve Officer of Rio2, stated: “ The opera+onal record of the
Condestable Mine over the past twelve years has been exemplary. The integra+on process of Condestable
with Rio2 is expected to take approximately six months as we ra+onalize and op+mize the management
team. During that +me, it will be business as usual as we work to achieve the target annual produc+on
currently set at around 27,000 tonnes of copper equivalent.”
Acquisi0on of the Condestable Mine
Rio2 completed the AcquisiQon pursuant to the terms and condiQons of a definiQve share purchase
agreement dated December 8, 2025, as amended (the “SPA”), entered into among Rio2, Southern Peaks,
Rio2 Cobre S.A.C., a wholly-owned subsidiary of Rio2, and Mr . Adolfo Vera (together with Southern Peaks,
the “Vendors”). Under the terms of the SPA, Rio2 acquired all of the issued and outstanding shares of
certain subsidiaries of Southern Peaks, including Ariana Management CorporaQon S.A.C., which ulQmately
holds a 99.1% interest in Condestable.
For addiQonal informaQon on the AcquisiQon as well as the Condestable Mine, please refer to the
Company’s news release dated December 8, 2025, filed under its profile on SEDAR+ and accessible at
www.sedarplus.ca. The AcquisiQon remains subject to final approval of the Toronto Stock Exchange (the
“TSX”).
In connecQon with the closing of the AcquisiQon, the parQes agreed to amend the SPA as follows: (i) Rio2
agreed to waive the delivery of a Peruvian tax cerQficate as a condiQon to closing; (ii) the majority of the
cash consideraQon due on closing was funded into escrow and will be released to the Vendors upon the
receipt of the Peruvian tax cerQficate; and (iii) the share consideraQon will be issued by Rio2 to Southern
Peaks following the receipt of the Peruvian tax cerQficate.
Conversion of Subscrip0on Receipts
As part of the financing package to fund the AcquisiQon, Rio2 closed a bought deal financing of 86,094,750
subscripQon receipts (the “Subscrip0on Receipts”) at a issue price of C$2.22 per SubscripQon Receipt on
December 15, 2025 for aggregate gross proceeds of C$191,130,345 (the “Equity Financing”), underwrijen
by Raymond James Ltd., SQfel Nicolaus Canada Inc. and BMO Capital Markets (collecQvely, the
“Underwriters”).
The escrow release condiQons for the conversion of the SubscripQon Receipts have been fulfilled and each
SubscripQon Receipt was converted into one common share of Rio2 (each, a “Subscrip0on Receipt Share”,
and collecQvely, the “Subscrip0on Receipt Shares”) concurrently with closing of the AcquisiQon. The net
proceeds of the Equity Financing, together with all interest earned thereon, were released from escrow to
Rio2 and were partly used to address the cash consideraQon for the AcquisiQon. The remainder of the
proceeds will be used for working capital and general corporate purposes. Holders of SubscripQon Receipts
are not required to take any acQon in order to receive the underlying SubscripQon Receipt Shares, and the
SubscripQon Receipts are expected to be de-listed from trading on the TSX as of the close of business on
January 30, 2026.
The SubscripQon Receipts were not, and SubscripQon Receipt Shares have not been and will not be
registered under the U.S. SecuriQes Act of 1933, as amended, or any applicable securiQes laws of any state
of the United States and may not be offered or sold in the United States absent registraQon or an applicable
exempQon from such registraQon requirements. This news release shall not consQtute an offer to sell or
the solicitaQon of an offer to buy any securiQes of the Company, nor shall there be any offer or sale of any
securiQes of the Company in any jurisdicQon in which such offer, solicitaQon or sale would be unlawful
prior to registraQon or qualificaQon under the securiQes laws of any such jurisdicQon.
Vendor Debt
As part of the closing mechanics for the AcquisiQon, Rio2 delivered (i) a secured promissory note in the
amount of US$55 million, and (ii) a subordinated mezzanine promissory note in the amount of US$10
million, to Southern Peaks, both with six-year terms.
Advisors
Edgehill Advisory Ltd. acted as financial advisor to Rio2, and McMillan LLP , Dentons (Peru), and Appleby
(Cayman) acted as legal counsel for the AcquisiQon. DLA Piper (Canada) LLP acted as legal counsel for the
Equity Financing.
BMO Capital Markets acted as financial advisor to Southern Peaks, and SQkeman Ellioj LLP , Echecopar and
Maples and Calder acted as legal counsel.
About Rio2 Limited
Rio2 is a diversified precious metals and copper producer focused on building and operaQng mines with
a management team that has proven technical skills as well as a successful capital markets track
record. The Company is currently producing gold at its Fenix Gold heap leach mine in Chile and
copper/gold/silver at its recently acquired Condestable underground mine in Peru. Rio2 and its wholly
owned subsidiaries, Fenix Gold Limitada and Compañia Minera Condestable S.A., are companies that
operate with the highest environmental standards and responsibility with the firm convicQon 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 mandated by regulators, seeking to protect and preserve the environment in the
territories where we operate.
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
ExecuQve Chairman of the Board
Email: [email protected]
Tel: +51 99279 4655
Kathryn Johnson
ExecuQve Vice President, CFO & Corporate Secretary
Email: [email protected]
Tel: +1 604 762 4720
Forward-Looking Informa1on
This news release contains forward-looking statements and forward-looking informa5on (collec5vely “forward-
looking informa5on”) within the meaning of applicable securi5es laws. Without limi5ng the generality of the
foregoing, this news release contains forward-looking informa5on pertaining to the following: the expected benefits
of the Acquisi5on, the expected use of proceeds from the Equity Financing; the poten5al increase or
resources/reserves and produc5on at Condestable; 5ming for ra5onaliza 5on of the management team at
Condestable; targeted future produc5on rate for Condestable; 5ming for the de-lis5ng of the Subscrip5on Receipts
on the TSX; final approval of the TSX with respect to the Acquisi5on and Equity Financing; and other maPers ancillary
or incidental to the foregoing.
All statements included herein, other than statements of historical fact, may be forward-looking informa5on and such
informa5on involves various risks and uncertain5es. Forward-looking informa5on is oQen, but not always, iden5fied
by the use of words such as “seek” , “an5cipate” , “plan” , “con5nue” , “es5mate” , “expect” , “may” , “will” , “project” ,
“predict”, “poten5al”, “targe5ng”, “intend”, “could”, “might”, “should”, “believe” and similar expressions. The
forward-looking informa5on is based on certain key expecta5ons and assump5ons made by Rio2’s management,
including but not limited to the realiza5on of expected synergies and benefits from the Acquisi5on.
Rio2 believes the expecta5ons reflected in these forward-looking statements are reasonable, but no assurance can
be given that these expecta5ons will prove to be correct and such forward-looking statements in this news release
should not be unduly relied upon. A descrip5on of assump5ons used to develop such forward-looking informa5on
and a descrip5on of risk factors that may cause actual results to differ materially from forward-looking informa5on
can be found in Rio2's disclosure documents on the SE DAR+ website at www.sedarplus.ca. These risks and
uncertain5es include, but are not limited to: risks associated with the integra5on of Condestable opera5ons; risks
rela5ng to the Vendor Debt arrangements and associated security interests; currency fluctua5on risks; regulatory and
permi[ng risks in both Chile and Peru; and management’s ability to an5cipate and manage the factors and risks
referred to herein.
Forward-looking statements included in this news release are made as of the date of this news release and such
informa5on should not be relied upon as represen5ng its views as of any date subsequent to the date of this news
release. Rio2 has aPempted to iden5fy important factors that could cause actual results, performance or
achievements to vary from those current expecta5ons or es5mates expressed or implied by the forward -looking
informa5on. However, there may be other factors that cause results, performance or achievements not to be as
expected or es5mated, and that could cause actual results, performance or achievements to differ materially from
current expecta5ons. Rio2 disclaims any inten5on or obliga5on to update or revise any forward-looking statements,
whether as a result of new informa5on, future events or othe rwise, except as expressly required by applicable
securi5es legisla5on.
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