Rio2 has finalized the purchase of a 99.1% interest in the Condestable underground copper mine in Peru, acquired from Southern Peaks Mining L.P. under a share purchase agreement first signed on December 8, 2025. The deal follows six months of detailed due diligence and negotiations, reflecting Rio2’s ambition to broaden its footprint as a diversified Latin American miner. Southern Peaks operated Condestable for 12 years, establishing a robust resource base and infrastructure, which Rio2 intends to leverage as a foundation for reserve expansion and long-term production growth.

To fund the acquisition, Rio2 completed a bought-deal equity financing of 86,094,750 subscription receipts at C$2.22 each, generating gross proceeds of C$191.1 million. Upon closing, each receipt converted into one common share, and net proceeds were allocated to the cash consideration under the acquisition agreement, with remaining funds earmarked for working capital and general corporate purposes. In addition, Rio2 issued a secured US$55 million promissory note and a subordinated US$10 million mezzanine note to the vendors, both carrying six-year terms and structured to align vendor and shareholder interests.

Rio2 expects to complete the integration of Condestable into its operational portfolio within six months, focusing on management rationalization and process optimization while maintaining uninterrupted production. The mine’s historical performance supports an initial target of approximately 27,000 tonnes of copper equivalent per year. Management plans to build on existing infrastructure and work programs to enhance resources and reserves, targeting incremental production improvements through drilling campaigns and mill throughput enhancements.

The closing remains subject to final approval by the Toronto Stock Exchange, with cash consideration held in escrow pending delivery of a Peruvian tax certificate. Share consideration to Southern Peaks will be issued upon receipt of that certificate. Rio2 has engaged prominent legal and financial advisors across Canada, Peru and the Cayman Islands to ensure compliance with cross-border regulatory requirements, and anticipates receiving TSX approval in the coming weeks, enabling full integration and commencement of resource expansion activities at Condestable.