Mr. Alex Black reports

RIO2 PAYS DOWN CONDESTABLE DEBT AND MAKES MANAGEMENT APPOINTMENTS

Rio2 Ltd., on March 27, 2026, made a voluntary payment of $20-million (U.S.), plus accrued interest, on the vendor debt placed in connection with the acquisition of its Condestable copper mine.

In connection with the acquisition of Condestable, Rio2 agreed to deliver to the vendor, Southern Peaks Mining LP (SPM): (i) a secured promissory note in the amount of $55-million (U.S.); and (ii) a secured mezzanine promissory note in the amount of $10-million (U.S.), both with six-year terms.

The terms of the notes were: following a six-quarter grace period, quarterly principal repayments will total $2.5-million (U.S.) and $550,000 (U.S.) for the vendor senior promissory note and the mezzanine promissory note, respectively. The interest rate applicable to the vendor senior promissory note is the prime rate of interest quoted by a leading U.S. commercial bank from time to time plus a margin of 5.0 per cent during the grace period and the U.S. prime plus a margin of 4.0 per cent thereafter. The interest rate on the date of voluntary payment of the vendor senior promissory note was 11.75 per cent. The interest rate applicable to the mezzanine promissory note is U.S. prime plus a margin of 9.0 per cent during the grace period and U.S. prime plus a margin of 11.0 per cent thereafter. The interest rate on the date of voluntary payment of the mezzanine promissory note was 15.75 per cent.

Following the voluntary payment of $20-million (U.S.), the mezzanine promissory note of $10-million (U.S.) is extinguished and the vendor senior promissory note was reduced to $45-million (U.S.). Rio2 will continue to consider further voluntary payments to accelerate the payment of the vendor senior promissory note.

Management appointments

With the completion of the Condestable transaction and the start of gold production at Fenix Gold, Rio2 announces the following additions and changes to its senior management team.

Enrique Ramirez -- incoming senior vice-president, mining, and general manager of Condestable

Before joining Rio2, Mr. Ramirez served as executive vice-president and chief operating officer at SPM beginning in 2011. Prior to working at SPM, he was country manager for Peru operations at Pan American Silver. He graduated as a mining engineer from the Montana College of Minerals and has over 27 years of experience in underground mining operations. Prior to joining Pan American, he held senior roles at Glencore International and Volcan Compania Minera. Mr. Ramirez is a former director of the Peruvian Association of Mining Engineers and former president of the safety committee of the Peruvian National Mining and Petroleum Association.

Mariano Alarco -- incoming senior director, operational excellence

Prior to joining Rio2, Mr. Alarco was an executive director and executive vice-president of business development at SPM for 13 years. Prior to SPM, he was an executive director at Goldman Sachs in London, where he worked for eight years as an equity research analyst covering the energy, renewables, and oil and gas sectors. Prior to joining Goldman Sachs, he worked for two years as an analyst at Deutsche Bank in London. Mr. Alarco holds a BSc in environmental policy and economics from the London School of Economics and Political Science, and an MSc with distinction in metals and energy finance from the Royal School of Mines, Imperial College.

Carola Gallo -- incoming director, finance

Ms. Gallo joined SPM as chief financial officer in April, 2013. Prior to SPM, she worked as head of financial planning and control at Maple Energy PLC for five years. She also served as a senior accountant at Hochschild Mining and, prior to that, as a senior auditor at Ernst & Young, Peru. She holds a degree in accounting from Universidad de Lima and a master's degree in business administration from Thunderbird School of Global Management at Tecnologico de Mexico.

Edgardo Briones -- transitioning to senior director, projects

Mr. Briones is a civil engineer with over 25 years of experience in mining, specializing in engineering and construction management of both greenfield and brownfield projects. He has served as construction manager and superintendent for numerous companies, including Fenix Gold Ltda., Minsur SA, Shahuindo SAC, Compania de Minas Buenaventura SA, Compania Minera San Simon, Buenaventura Ingenieros SA, Heap Leaching Consulting SAC, Sigdo Koppers and GyM. Throughout his career, Mr. Briones has been directly responsible for the engineering, procurement and construction management of numerous gold, tin and polymetallic projects, such as Fenix Gold, Proyecto B2, Shahuindo, La Zanja, Breapampa, Tantahutay, La Virgen, Comarsa, and various civil works in Pampa Larga, Carachugo and Yanacocha Norte. He has also served as a representative in dialogue with communities and local, regional and national authorities during the construction phase. Mr. Briones has a degree in civil engineering from the Antenor Orrego Private University, and a master's degree in management and direction of construction and real estate companies from the Pontifical Catholic University of Peru.

Christopher Diaz -- transitioning to senior vice-president of finance

Mr. Diaz most recently served as Rio2's director of finance and is a seasoned financial leader with 20 years of progressive experience in the mining and infrastructure industries. Throughout his career, he has held senior leadership roles at major organizations, including director of financial reporting at Lundin Mining, corporate controller at Pretium Resources/Newcrest Mining (now Newmont), director of corporate accounting and reporting at Seaspan ULC, and corporate controller at Rio Alto Mining. Fluent in Spanish, with extensive experience managing financial operations across Canada and Latin America, Mr. Diaz has demonstrated a proven ability to foster a culture of continuous improvement and drive efficiency. He uses his specialized skills in leading M&A (merger and acquisition) financial integrations, directing technical IFRS (international financial reporting standards) accounting and public company reporting, and spearheading major ERP (enterprise resource planning) system implementations to help position Rio2 for sustained global growth and profitability.

Adolfo Vera, founder, director, president and general manager of SPM, the former owner of Condestable, has departed the company and will continue with Rio2 as an adviser to the executive management team.

Andrew Cox, president and chief executive officer of Rio2, stated: "We look forward to the inclusion of Enrique, Mariano and Carola to our senior management team in Lima as we advance our mining activities in Peru and Chile. I would also like to sincerely thank Adolfo for his many years of exceptional service at SPM. From founding SPM and the acquisition of Condestable, Adolfo oversaw the development of the company into a medium-size copper producer in Peru. Condestable has become the mining operation it is today largely owing to Adolfo's enthusiasm, drive and leadership, and we thank him for his invaluable contribution."

Grant of equity incentive awards

Rio2 announces that it has granted a total of 1,017,500 restricted share units to executive officers, management and directors of the company. The restricted share units have been granted pursuant to the company's share incentive plan and are subject to vesting provisions.

Rio2 also announces that it has granted a total of 1,462,500 stock options, pursuant to the company's stock option plan, to certain executive officers, management and directors. The options are exercisable at a price of $3 per share (based on a 10-per-cent premium over the closing price of $2.72 on March 31, 2026) and will expire five years from the grant date.

About Rio2 Ltd.

Rio2 is a diversified precious metals and copper producer focused on building and operating mines with a management team that has proven technical skills, as well as a successful capital markets record. The company is currently producing gold at its Fenix gold heap leach mine in Chile and copper/gold/silver at its recently acquired Condestable underground mine in Peru. Rio2 and its wholly owned subsidiaries, Fenix Gold Ltda. and Compania Minera Condestable SA, are companies that operate 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, the company reaffirms its commitment to apply environmental standards beyond those mandated by regulators, seeking to protect and preserve the environment in the territories where it operates.

We seek Safe Harbor.