VANCOUVER, British Columbia, November 27, 2025 (GLOBE NEWSWIRE) — Rio2 Limited (“Rio2” (TSX: RIO; OTKKS: RIOFF; BVL: RIO) announces that it has participated in a non-brokered private placement of shares of Royal Road Minerals Limited (“Royal Road”), which closed on November 27, 2025 with the purchase of 4,166,667 shares of Royal Road common stock at a price of US$0.18 per share (total of US$750,000).
Pursuant to the Investor Rights Agreement announced on September 29, 2025, Rio2 has the right to participate in the equity financing of Royal Road to retain its proportionate interest in Royal Road at the time of any such financing or acquisition of up to a 15% interest in Royal Road (after consummation of the financing), provided that Rio2 owns at least 9.5% of Royal Road (calculated in accordance with the Investor Rights Agreement).
Following the completion of Royal Road's private placement on November 27, 2025 and Rio2's purchase of 4,166,667 shares in the offering, Rio2 has beneficial ownership, control and control of an aggregate of 44,021,667 shares, representing approximately 15% of Royal Road's issued and outstanding shares on a non-dilutive basis. Prior to this offering, Rio2 owned 39,855,000 Royal Road shares, 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 sell some or all of the shares or other securities of Royal Road that it currently owns.
This press release is being issued in connection with the filing of an early warning report (“Early Warning Report) in accordance with the requirements of National Instrument 62-103, Early Warning System and Related Takeover Proposals and Insider Reporting Issues. The Early Warning Report will be filed electronically with the appropriate securities commission in each jurisdiction in which Royal Road reports and will be available on Royal Road's and Rio2's profile on SEDAR+ at www.sedarplus.ca. A copy of the Early Warning Report may also be requested by contacting Rio2's Executive Vice President, Chief Financial Officer and Corporate Secretary directly at the telephone number below.
ABOUT RIO2 LIMITED
Rio2 is a mining company specializing in the development and production of natural resources, with a team with proven technical skills as well as a successful reputation in the capital markets. Rio2 aims to launch its Fenix Gold project in Chile as quickly as possible based on a phased development strategy. Rio2 and its 100% subsidiary Fenix Gold Limitada are companies with the highest environmental standards and responsibility, firmly believing that mining projects can be developed while respecting the three pillars (social, environmental, economic) of responsible development. As subsidiaries, we reaffirm our commitment to apply environmental standards beyond those prescribed by regulatory authorities in an effort to protect and preserve the environment of the areas in which we operate.
Forward-Looking Statements
This press release contains certain “forward-looking information” within the meaning of applicable Canadian securities laws. Forward-looking information includes, but is not limited to, statements regarding Rio2's future plans or intentions, including any potential future acquisitions or dispositions of Royal Road securities. Forward-looking information is based on a number of factors and assumptions that were used to develop such information, but may prove to be incorrect. Forward-looking information involves known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to differ materially from those expected. Readers should not place undue reliance on forward-looking information. Except as required by applicable securities laws, Rio2 undertakes no 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, visit: www.rio2.com or SEDAR+ Rio2 profile at www.sedarplus.ca.
ON EXCEPT FROM THAT BOARD FROM RIO2 LIMITED
Alex Black
Executive Chairman of the Board
E-mail: [email protected]
Tel: +51 99279 4655
Katherine Johnson
Executive Vice President, Chief Financial Officer and Corporate Secretary
E-mail: [email protected]
Tel: +1 604 762 4720
