Rio2 Completes Acquisition of the Condestable Mine

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VANCOUVER, British Columbia, Jan. 30, 2026 (GLOBE NEWSWIRE) — Rio2 Limited (“Rio2” or the “Company”) (TSX: RIO; OTCQX: RIOFF; BVL: RIO) is pleased to announce the successful acquisition (the “Acquisition”) 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”).

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Alex Black, Executive Chairman of Rio2, stated: “The acquisition of the Condestable Mine is the result of six months of rigorous due diligence and negotiations with Southern Peaks. Rio2 sees the Acquisition as a positive step for the Company in its quest to become a diversified and highly profitable Latin American miner. Southern Peaks has put the mine on a strong footing during its twelve years of ownership, and Rio2 looks forward to continuing to capitalize on this solid foundation and grow resources/reserves and production over the coming years.”

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Andrew Cox, President and Chief Executive Officer of Rio2, stated: “The operational record of the Condestable Mine over the past twelve years has been exemplary. The integration process of Condestable with Rio2 is expected to take approximately six months as we rationalize and optimize the management team. During that time, it will be business as usual as we work to achieve the target annual production currently set at around 27,000 tonnes of copper equivalent.”

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Acquisition of the Condestable Mine

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Rio2 completed the Acquisition pursuant to the terms and conditions of a definitive 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 Corporation S.A.C., which ultimately holds a 99.1% interest in Condestable.

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For additional information on the Acquisition 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 Acquisition remains subject to final approval of the Toronto Stock Exchange (the “TSX”).

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In connection with the closing of the Acquisition, the parties agreed to amend the SPA as follows: (i) Rio2 agreed to waive the delivery of a Peruvian tax certificate as a condition to closing; (ii) the majority of the cash consideration due on closing was funded into escrow and will be released to the Vendors upon the receipt of the Peruvian tax certificate; and (iii) the share consideration will be issued by Rio2 to Southern Peaks following the receipt of the Peruvian tax certificate.

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Conversion of Subscription Receipts

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As part of the financing package to fund the Acquisition, Rio2 closed a bought deal financing of 86,094,750 subscription receipts (the “Subscription Receipts”) at a issue price of C$2.22 per Subscription Receipt on December 15, 2025 for aggregate gross proceeds of C$191,130,345 (the “Equity Financing”), underwritten by Raymond James Ltd., Stifel Nicolaus Canada Inc. and BMO Capital Markets (collectively, the “Underwriters”).

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The escrow release conditions for the conversion of the Subscription Receipts have been fulfilled and each Subscription Receipt was converted into one common share of Rio2 (each, a “Subscription Receipt Share”, and collectively, the “Subscription Receipt Shares”) concurrently with closing of the Acquisition. 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 consideration for the Acquisition. The remainder of the proceeds will be used for working capital and general corporate purposes. Holders of Subscription Receipts are not required to take any action in order to receive the underlying Subscription Receipt Shares, and the Subscription Receipts are expected to be de-listed from trading on the TSX as of the close of business on January 30, 2026.