Rio2 Limited has completed the acquisition of a 99.1% interest in the Condestable underground copper‐gold mine in northern Peru from Southern Peaks Mining L.P. The transaction, governed by a definitive share purchase agreement signed December 8, 2025 and amended prior to closing, transfers ownership of Ariana Management Corporation S.A.C. and related subsidiaries into Rio2’s wholly owned Peruvian arm. This strategic move expands Rio2’s asset base beyond its existing Fenix Gold operation in Chile, positioning the company to produce an estimated 27,000 tonnes of copper equivalent annually from Condestable once full integration is achieved.

To finance the acquisition’s cash component and working capital requirements, Rio2 closed an underwritten bought‐deal of 86,094,750 subscription receipts at C$2.22 each on December 15, 2025, raising C$191.13 million in gross proceeds. Those receipts converted into common shares concurrently with the acquisition closing, unlocking net proceeds that were partially used to fund US$65 million in vendor promissory notes (US$55 million secured and a US$10 million mezzanine note). The remaining funds will support general corporate purposes and early integration costs at Condestable.

Rio2’s management has outlined a six‐month integration roadmap to rationalize leadership and operational processes at Condestable while maintaining uninterrupted production. The executive team aims to leverage the mine’s existing twelve‐year performance record and regional infrastructure to grow reserves and resources, targeting a ramp-up beyond the baseline 27,000 tonnes of copper equivalent per year. Concurrently, Rio2 anticipates final regulatory approval from the Toronto Stock Exchange and the release of escrowed cash consideration upon receipt of a Peruvian tax certificate.