Rio2 Limited Announces Closing of $25 Million Bought Deal Private Placement

VANCOUVER, Aug. 13, 2019 - Rio2 Ltd. (“Rio2” or the “Company”) (TSX-V: RIO; OTCQX: RIOFF; BVL: RIO) announces that it has closed the bought deal financing initially announced on July 23, 2019 (the “Offering”). The Company issued 62,500,000 units (the “Units”) of the Company (which includes 7,500,000 Units issued pursuant to the exercise in full of the over-allotment option) at a price of $0.40 per Unit for aggregate gross proceeds of $25,000,000 (the “Offering”).

Each Unit consists of one common share of the Company (a “Common Share”) and one-half of one common share purchase warrant (each full warrant, a “Warrant”). Each Warrant entitles the holder to acquire one Common Share at an exercise price of $0.50 for a period of 36 months following the closing of the Offering.

The net proceeds of the Offering will be used to complete the following activities for the Company’s 100% owned Fenix Gold Project; complete the Project’s EIA baseline study, prepare and file the EIA study with the Chilean authorities, complete engineering studies in preparation for future mine construction activities, commence permitting activities for the project, commence the review of financing options for construction of the project and continue social activities related to the project, as well as for general corporate and working capital purposes.

Jose Luis Martinez, EVP and Chief Strategy Officer, commented: “We are delighted that we have managed to secure this milestone financing in the context of a challenging financing market. Having an attractive development project, a clear path forward, a well-established technical and financial markets team, and a more favourable precious metals environment, has led to this successful outcome. We are thankful to existing shareholders and new shareholders for their strong support.”

The Common Shares and the Warrants issued pursuant to the Offering, and any Common Shares ‎issued upon the exercise of Warrants, are subject to a hold period of four months plus one ‎day from the date of closing of the Offering. The Company previously received TSX Venture Exchange (“TSXV”) conditional acceptance for the Offering on August 8, 2019 and will now seek TSXV final acceptance for the Offering.

Cormark Securities Inc. (the “Underwriter”) acted as sole underwriter in connection with the Offering. The Company paid the Underwriter a cash commission equal to ‎‎6% of the gross proceeds from the Offering.

DLA Piper (Canada) LLP acted as legal counsel to Rio2 and Cassels Brock & Blackwell LLP acted as legal counsel to the Underwriter.

About Rio2 Limited
Rio2 is building a multi-asset, multi-jurisdiction, precious metals company focused in the Americas. With projects in Chile and Peru, Rio2 will continue pursuing additional strategic acquisitions to compile an attractive portfolio of precious metals assets where it can deploy its operational excellence and responsible mining practices to create value for its shareholders.

Fenix Gold Project
The results of the updated pre-feasibility study (“PFS”) for Rio2’s 100% owned Fenix Gold Project located in the Atacama Region, Chile, are now expected to be released on or about August 30, 2019. The updated PFS is strategically focused on an optimally configured starter project which will facilitate the shortest possible timeline to construction/production, a lower initial capex, higher grades initially being mined, and a lower initial strip ratio as compared with the 2014 PFS.

To learn more about Rio2 Limited, please visit: www.rio2.com or Rio2's SEDAR profile at www.sedar.com.

This new release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws and may not be offered or sold within the United States or to or for the account or benefit of a U.S. person (as defined in Regulation S under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

ON BEHALF OF THE BOARD OF Rio2 Ltd.

Alex Black
President, Chief Executive Officer & Director
Email: info@rio2.com
Tel: 604-260-2696

Cautionary Statement on Forward-Looking Information

Certain information set forth in this news release contains “forward-looking statements”, and “forward-looking information under applicable securities laws. Except for statements of historical fact, certain information contained herein constitutes forward-looking statements, which include expectations about the use of proceeds from the Offering, TSXV final acceptance of the Offering, the anticipated timing of release of the PFS, and the strategic focus of the PFS and are based on Rio2’s current internal expectations, estimates, projections, assumptions and beliefs, which may prove to be incorrect. Some of the forward-looking statements may be identified by the use of conditional or future tenses or by the use of such words such as “will”, “expects”, “may”, “should”, “estimates”, “anticipates”, “believes”, “projects”, “plans”, and similar expressions, including variations thereof and negative forms. These statements are not guarantees of future performance and undue reliance should not be placed on them. Such forward-looking statements necessarily involve known and unknown risks and uncertainties, which may cause Rio2’s actual performance and financial results in future periods to differ materially from any projections of future performance or results expressed or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to: risks and uncertainties relating to the completion of the Offering as described herein, and management’s ability to anticipate and manage the foregoing factors and risks. There can be no assurance that forward-looking statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. Rio2 undertakes no obligation to update forward-looking statements if circumstances or management’s estimates or opinions should change except as required by applicable securities laws. The reader is cautioned not to place undue reliance on forward-looking statements. Rio2 disclaims any intention or obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except to the extent required by securities legislation.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.