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Rio2 Limited (" Rio2 ") (TSX: RIO ; OTCQX: RIOFF ; BVL: RIO ) announces that, it has participated in the Royal Road Minerals Limited ("Royal Road") Non-brokered Private Placement which closed on November 27, 2025 with the purchase of 4,166,667 ordinary shares of Royal Road at the price of $0.18 per share ($750,000 in total).
Pursuant to the Investor Rights Agreement announced on September 29, 2025, Rio2 has the right to participate in equity financings by Royal Road to maintain its pro rata ownership in Royal Road at the time of any such financing or acquire up to a 15% ownership interest in Royal Road (after giving effect to the financing) provided that Rio2 owns at least a 9.5% in Royal Road (calculated in accordance with the Investor Rights Agreement).
Following the completion of the Royal Road Private Placement on November 27, 2025 and the purchase by Rio2 of 4,166,667 shares under that placement, Rio2 has beneficial ownership, control and direction over an aggregate of 44,021,667 shares, representing approximately 15% of the issued and outstanding shares of Royal Road on a non-diluted basis. Prior to this placement, Rio2 held 39,855,000 shares of Royal Road, representing approximately 15% of Royal Road's issued and outstanding shares.
Rio2 acquired these shares for investment purposes. Rio2 may, from time to time, subject to the Investor Rights Agreement, acquire additional shares or other securities of Royal Road or dispose of some or all of the shares or other securities of Royal Road that it owns at such time.
This news release is being issued in connection with the filing of an early warning report (the " Early Warning Report ") pursuant to the requirements of National Instrument 62-103 The Early Warning System and Related Take-Over Bid and Insider Reporting Issues. The Early Warning Report will be electronically filed with the applicable securities commission in each jurisdiction where Royal Road is reporting and will be available under the profile of Royal Road and Rio2 on SEDAR+ at www.sedarplus.ca . A copy of the Early Warning Report may also be requested by contacting the Executive Vice President, CFO & Corporate Secretary of Rio2 directly at the telephone number below.
ABOUT Rio2 LIMITED
Rio2 is a mining company with a focus on development and mining operations, with a team that has proven technical skills as well as a successful capital markets track record. Rio2 is focused on taking its Fenix Gold Project in Chile to production in the shortest possible timeframe based on a staged development strategy. Rio2 and its wholly owned subsidiary, Fenix Gold Limitada, are companies with the highest environmental standards and responsibility with the firm conviction that it is possible to develop mining projects that respect the three pillars (Social, Environment, Economics) of responsible development. As related companies, we reaffirm our commitment to apply environmental standards beyond those that are mandated by regulators, seeking to protect and preserve the environment of the territories that we operate in.
Forward-Looking Statements
This news release contains certain "forward-looking information" within the meaning of applicable Canadian securities legislation. Forward-looking information includes, but is not limited to, statements regarding the future plans or intentions of Rio2, including any potential future acquisitions or dispositions of securities of Royal Road. Forward-looking information is based on a number of factors and assumptions which have been used to develop such information but which may prove to be incorrect. Forward-looking information involves known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements to differ materially from those anticipated. Readers should not place undue reliance on forward-looking information. Except as required by applicable securities laws, Rio2 does not undertake any obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise.
To learn more about Rio2 Limited, please visit: www.Rio2.com or Rio2's SEDAR+ profile at www.sedarplus.ca.
ON BEHALF OF THE BOARD OF Rio2 LIMITED
Alex Black
Executive Chairman of the Board
Email: alex.black@Rio2.com
Tel: +51 99279 4655
Kathryn Johnson
Executive Vice President, CFO & Corporate Secretary
Email: Kathryn.johnson@Rio2.com
Tel: +1 604 762 4720
