On January 30, 2026, Rio2 Limited finalized the acquisition of a 99.1% stake in the Condestable underground copper‐gold mine in Peru from Southern Peaks Mining L.P. The transaction was consummated under an amended share purchase agreement dated December 8, 2025, through Rio2’s wholly owned subsidiary, Rio2 Cobre S.A.C. The deal structure included the transfer of all issued and outstanding shares of subsidiary Ariana Management Corporation S.A.C., which holds the operating concession. Final regulatory approval from the Toronto Stock Exchange remains outstanding but is expected in the coming weeks.

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$191,130,345. Underwriters Raymond James Ltd., Stifel Nicolaus Canada Inc. and BMO Capital Markets facilitated the equity financing. Following satisfaction of escrow release conditions, each subscription receipt converted into one common share concurrently with closing, and net proceeds have been allocated to the cash consideration for the acquisition, with the balance reserved for working capital and general corporate purposes.

Rio2’s executive leadership anticipates a six‐month integration period to rationalize and optimize Condestable’s management team while maintaining business‐as‐usual operations. The mine has delivered an exemplary twelve‐year operational record under Southern Peaks, and Rio2 is targeting annual production of approximately 27,000 tonnes of copper equivalent. In conjunction with 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, to address deferred cash payments.