Rio2 Completes 99.1% Condestable Mine Acquisition with C$191 Million Financing
Rio2 Limited acquired a 99.1% interest in the Condestable underground mine in Peru from Southern Peaks under a December 8, 2025 share purchase agreement, subject to TSX approval. Acquisition funded by an 86.09 million bought-deal at C$2.22 for C$191.1 million and US$65 million vendor notes, with integration targeting 27,000 tonnes copper-equivalent production.
1. Acquisition of Condestable Mine
Rio2 has completed the acquisition of a 99.1% interest in the Condestable underground copper–gold mine in northern Peru from Southern Peaks Mining. The transaction was effected under a definitive share purchase agreement dated December 8, 2025, and follows six months of comprehensive due diligence and negotiation. Closing conditions included the amendment of escrow arrangements for the cash consideration and the waiving of a Peruvian tax certificate, with final release of funds and share consideration to be triggered upon certificate receipt. The acquisition remains subject to final approval by the Toronto Stock Exchange.
2. Financing Package and Subscription Receipts
To fund the acquisition, Rio2 closed a bought-deal financing of 86,094,750 subscription receipts at C$2.22 per receipt on December 15, 2025, raising C$191.1 million. Underwriters included Raymond James, Stifel Nicolaus Canada and BMO Capital Markets. All escrow conditions for conversion have been satisfied, and each subscription receipt converted into one common share concurrently with the acquisition closing. Net proceeds were directed toward the cash component of the purchase and will support working capital and general corporate purposes. Subscription receipts are slated for de-listing from the TSX following the closing date.
3. Operational Integration and Production Outlook
Rio2 expects a six-month integration period to align Condestable’s management team and systems with its existing operations. During this phase, Condestable will continue operations without disruption, targeting an annual copper equivalent output of approximately 27,000 tonnes. Management has highlighted a solid twelve-year operating track record under Southern Peaks, with opportunities identified to grow both reserves and resources through exploration and optimization programs over the next two years.
4. Vendor Debt and Advisory Mandates
As part of the closing mechanics, Rio2 issued a secured promissory note for US$55 million and a subordinated mezzanine note for US$10 million to Southern Peaks, each carrying six-year terms. Edgehill Advisory Ltd. served as financial advisor to Rio2, with legal counsel provided by McMillan LLP, Dentons (Peru) and Appleby (Cayman). DLA Piper (Canada) LLP advised on the equity financing. Southern Peaks retained BMO Capital Markets as financial advisor and was represented by Stikeman Elliott LLP, Echecopar and Maples and Calder as legal counsel.