Rio2 announced the closing of its acquisition of a 99.1% interest in the Condestable copper-gold underground mine in northern Peru from Southern Peaks Mining L.P. The transaction, governed by an amended share purchase agreement dated December 8, 2025, transferred all issued and outstanding shares of Ariana Management Corporation S.A.C. and related subsidiaries. The deal remains subject to final Toronto Stock Exchange approval but has otherwise met all closing conditions, including waiver of the Peruvian tax certificate requirement and escrow structuring for cash and share consideration.

To fund the purchase price, Rio2 issued a secured promissory note of US$55 million and a subordinated mezzanine note of US$10 million, each with six-year terms, to Southern Peaks. Concurrently, Rio2 closed an 86.1 million-unit bought deal of subscription receipts at C$2.22 per unit for gross proceeds of C$191.1 million underwritten by Raymond James, Stifel Nicolaus Canada and BMO Capital Markets. Following conversion escrow release, all subscription receipts converted one-for-one into common shares at closing, with net proceeds allocated to the cash component of the acquisition and the balance reserved for working capital and general corporate purposes.

Rio2’s management expects to complete integration of Condestable into its existing organization within six months, rationalizing and optimizing the site’s technical and executive teams. During this period the mine will continue operations uninterrupted with a target annual copper-equivalent output of approximately 27,000 tonnes. Management has identified multiple opportunities to expand reserves through targeted drilling campaigns and to improve recoveries by deploying advanced underground mining and processing technologies.

The Condestable acquisition diversifies Rio2’s asset base beyond its Fenix Gold heap leach operation in Chile, adding high-grade copper and precious metals production to the portfolio. Rio2’s Executive Chairman highlighted Southern Peaks’ twelve-year track record of operational excellence and environmental stewardship, which provides a solid foundation for resource expansion. The company expects to leverage its Latin American expertise and capital markets capabilities to pursue further bolt-on acquisitions and community-focused development, positioning Rio2 for sustainable long-term growth in copper and precious metals markets.