Rio2 Limited has completed its acquisition of a 99.1% interest in the Condestable underground mine in Peru from Southern Peaks Mining L.P. The transaction, governed by a definitive share purchase agreement originally dated December 8, 2025, transfers ownership of Ariana Management Corporation S.A.C. and related subsidiaries to Rio2 Cobre S.A.C., a wholly-owned Rio2 subsidiary. Closing conditions included waiver of a Peruvian tax certificate requirement, with most of the cash consideration placed in escrow pending certificate receipt. Share consideration will be issued to Southern Peaks upon provision of the tax certificate, and final approval by the Toronto Stock Exchange remains outstanding.

Como part of the acquisition strategy, Rio2 plans to maintain the mine’s current annual production target of approximately 27,000 tonnes of copper equivalent. Executive Chairman Alex Black highlighted the mine’s strong twelve-year operational track record under Southern Peaks and emphasized Rio2’s goal to grow Condestable’s resources, reserves and output. President and CEO Andrew Cox detailed a six-month integration period during which the existing management team will be rationalized and optimized, while operations continue uninterrupted to preserve production continuity.

To finance the acquisition, Rio2 closed a bought-deal equity financing on December 15, 2025, issuing 86.1 million subscription receipts at C$2.22 each for gross proceeds of approximately C$191.1 million. Upon closing of the Condestable transaction, all escrow release conditions were satisfied and each subscription receipt converted into one common share of Rio2. Net proceeds were applied to the acquisition’s cash component, with the balance designated for working capital and general corporate purposes. Underwriters for the financing included Raymond James Ltd., Stifel Nicolaus Canada Inc. and BMO Capital Markets.

As part of the closing mechanics, Rio2 issued a secured promissory note of US$55 million and a subordinated mezzanine note of US$10 million to Southern Peaks, each with six-year terms. Edgehill Advisory Ltd. served as Rio2’s financial advisor for the acquisition, while legal counsel was provided by McMillan LLP, Dentons (Peru), and Appleby (Cayman). DLA Piper (Canada) LLP advised Rio2 on the equity financing. On the vendor side, BMO Capital Markets acted as financial advisor with legal support from Stikeman Elliott LLP, Echecopar and Maples and Calder.