Rio2 Completes 99.1% Condestable Mine Acquisition with C$191M Financing

RIORIO

Rio2 acquired a 99.1% stake in Peru’s Condestable mine from Southern Peaks, funding the deal with C$191.1 million in bought-deal subscription receipts and US$65 million in vendor promissory notes. Integration is expected to take six months, targeting annual production of around 27,000 tonnes copper equivalent.

1. Rio2 Closes Acquisition of Condestable Mine

On January 30, 2026, Rio2 Limited announced the successful acquisition of a 99.1% interest in the Condestable underground copper-gold mine in Peru from Southern Peaks Mining L.P. The transaction was executed under a definitive share purchase agreement dated December 8, 2025 (as amended), through Rio2’s wholly owned subsidiary, Rio2 Cobre S.A.C. Consideration included cash placed into escrow—released upon receipt of a Peruvian tax certificate—and share issuance to Southern Peaks following that receipt. The acquisition remains subject to final approval by the Toronto Stock Exchange.

2. Financing Package and Debt Instruments

To fund the acquisition, Rio2 completed a bought-deal financing on December 15, 2025, issuing 86,094,750 subscription receipts at C$2.22 each for aggregate gross proceeds of C$191.1 million, underwritten by Raymond James, Stifel Nicolaus Canada and BMO Capital Markets. Upon closing, all escrow conditions were fulfilled and subscription receipts converted into common shares. In addition, Rio2 issued a secured promissory note of US$55 million and a subordinated mezzanine note of US$10 million to Southern Peaks, both on six-year terms.

3. Operational Integration and Production Outlook

Rio2’s management team anticipates a six-month integration period to rationalize and optimize Condestable’s leadership and operational structure, during which production will continue uninterrupted. The company has set an initial target of approximately 27,000 tonnes of copper equivalent per year, building on twelve years of consistent performance under Southern Peaks. Rio2 plans to leverage its technical expertise to expand Condestable’s resources and reserves through additional drilling and geological modelling, with the goal of increasing annual output over the next three to five years.

4. Advisory and Regulatory Approvals

Edgehill Advisory Ltd. served as financial advisor to Rio2, with legal counsel provided by McMillan LLP (Canada), Dentons (Peru) and Appleby (Cayman). DLA Piper (Canada) LLP advised on the equity financing. On the vendor side, BMO Capital Markets acted as financial advisor and Stikeman Elliott LLP, Echecopar and Maples and Calder provided legal support. The acquisition and equity financing remain subject to TSX regulatory approval, anticipated in Q1 2026.

Sources

GFB