RIO2 Limited Announces Closing of $25 Million Bought Deal Private Placement (IN Canadian Dollars

THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION

IN THE UNITED STATES

RIO2 LIMITED ANNOUNCES CLOSING OF $25 MILLION BOUGHT DEAL

PRIVATE PLACEMENT

(IN CANADIAN DOLLARS UNLESS OTHERWISE STATED )

For Immediate Release August 13, 2019

Rio2 Limited (“Rio2” or the “Company”) (TSX-V: RIO; OTCQX: RIOFF; BVL: RIO) announces that it has

closed the bought deal financing initially announced on July 23, 2019 (the “ Offering”). The Company

issued 62,500,000 units (the “Units”) of the Company (which includes 7,500,000 Units issued pursuant

to the exercise in full of the over -allotment option) at a price of $0.40 per Unit for aggregate gross

proceeds of $25,000,000 (the “Offering”).

Each Unit consists of one common share of the Company (a “ Common Share”) and one-half of one

common share purchase warrant (each full warrant, a “ Warrant”). Each Warrant entitles the holder

to acquire one Common S hare at an exercise price of $0.50 for a period of 36 months following the

closing of the Offering.

The net proceeds of the Offering will be used to complete the following activities for the Company’s

100% owned Fenix Gold Project; complete the Project’s E IA baseline study, prepare and file the EIA

study with the Chilean authorities, complete engineering studies in preparation for future mine

construction activities, commence permitting activities for the project, commence the review of

financing options for construction of the project and continue social activities related to the project,

as well as for general corporate and working capital purposes.

Jose Luis Martinez, EVP and Chief Strategy Officer, commented: “We are delighted that we have

managed to secure this milestone financing in the context of a challenging financing market. Having

an attractive development project, a clear path forward, a well -established technical and financial

markets team, and a more favourable precious metals environment, ha s led to this successful

outcome. We are thankful to existing shareholders and new shareholders for their strong support.”

The Common Shares and the Warrants issued pursuant to the Offering, and any Common Shares

issued upon the exercise of Warrants, are subject to a hold period of four months plus one day from

the date of closing of the Offering. The Company previously received TSX Venture Exchange (“TSXV”)

conditional acceptance for the Offering on August 8, 2019 and will now seek TSXV final acceptance for

the Offering.

Cormark Securities Inc. (the “Underwriter”) acted as sole underwriter in connection with the Offering.

The Company paid the Underwriter a cash commission equal to 6% of the gross proceeds from the

Offering.

DLA Piper (Canada) LLP acted as legal counsel to Rio2 and Cassels Brock & Blackwell LLP acted as legal

counsel to the Underwriter.

About Rio2 Limited

Rio2 is building a multi- asset, multi -jurisdiction, precious metals company focused in the

Americas. With projects in Chile and Peru, Rio2 will continue pursuing additional strategic acquisitions

to compile an attractive portfolio of precious metals assets where it can deploy its operational

excellence and responsible mining practices to create value for its shareholders.

Fenix Gold Project

The results of the updated pre -feasibility study (“PFS”) for Rio2’s 100% owned Fenix Gold Project

located in the Atacama Region, Chile, are now expected to be released on or about August 30, 2019.

The updated PFS is strategically focused on an optimally configured starter project which will facilitate

the shortest possible timeline to construction/production, a lower initial capex, higher grades initially

being mined, and a lower initial strip ratio as compared with the 2014 PFS.

To learn more ab out Rio2 Limited, please visit: www.rio2.com or Rio2's SEDAR profile at

www.sedar.com.

This new release does not constitute an offer to sell or a solicitation of an offer to buy any of the

securities in the United States. 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 state securities

laws and may not be offered or sold within the United States or to or for the account or ben efit of a

U.S. person (as defined in Regulation S under the U.S. Securities Act) unless registered under the U.S.

Securities Act and applicable state securities laws or an exemption from such registration is available.

ON BEHALF OF THE BOARD OF RIO2 LIMITED

Alex Black

President, Chief Executive Officer & Director

Email: [email protected]

Tel: 604-260-2696

Cautionary Statement on Forward-Looking Information

Certain information set forth in this news release contains “forward -looking statements”, and

“forward-looking information under applicable securities laws. Except for statements of historical fact,

certain information contained herein constitutes forward -looking statements, which include

expectations about the use of proceeds from the Offering, TSXV final acceptance of the Offering, the

anticipated timing of release of the PFS, and the strategic focus of the PFS and 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. These risks and uncertainties include, but are not limited

to: risks and unc ertainties relating to the completion of the 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 re sults 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.