Rio2 Limited

Rio2 offers a compelling investment opportunity through its accretive US$217 million acquisition of Condestable at an attractive 2.0x EV/EBITDA multiple, immediately establishing the company as a cash-generating producer while maintaining its core gold focus. The transaction is projected to generate average annual EBITDA of US$110 million at consensus commodity prices, rising to US$145 million at spot prices, providing substantial cash flow to fund growth initiatives with limited equity dilution. This acquisition transforms Rio2 from a single-asset developer into a diversified producer with 80% gold contribution at consensus prices and increased leverage to copper upside.

The combined asset portfolio delivers exceptional scale and quality. Fenix Gold boasts reserves of 1.8 million ounces and measured/indicated resources of 4.8 million ounces, supporting initial production of 100,000 ounces annually at life-of-mine average AISC of US$1,237 per ounce. Condestable contributes proven and probable reserves of 39.5 million tonnes grading 0.75% copper, 0.13 g/t gold, and 4.13 g/t silver, with additional measured/indicated resources of 83.7 million tonnes. The 45,000-hectare Condestable land package offers substantial exploration potential, with near-mine targets including Condestable Norte, Cerro Pacay, and Cerro Perico.

Strategically positioned in Chile and Peru—globally leading mining jurisdictions—Rio2 benefits from excellent infrastructure, established regulatory frameworks, and strong governmental support for responsible mining development. The company's commitment to ESG excellence is demonstrated through Condestable's Copper Mark certification, 100% renewable electricity usage, and fleet electrification initiatives.

Rio2 Limited is led by a proven management team with deep Latin American mining expertise and a track record of building significant shareholder value. Executive Chairman Alex Black, with over 40 years in mining, founded Rio2 in 2016 after previously building Rio Alto Mining from a C$12 million company to a C$1.2 billion acquisition by Tahoe Resources in 2015, including the C$300 million acquisition of Sulliden Gold.​

President & CEO Andrew Cox brings 28 years of global mining operations experience, based in Lima, Peru. He previously served as COO and SVP Operations at Rio2, and was instrumental in operations at La Arena and Shahuindo mines during Rio Alto's growth phase. His technical leadership ensures operational excellence across both Fenix Gold and Condestable assets.​

EVP & CFO Kathryn Johnson provides over 20 years of Latin American mining finance expertise. She served as CFO of Rio Alto Mining during its growth to the C$1.2 billion Tahoe acquisition and has extensive experience in M&A, project development, and financial reporting across major mining companies.​

Rio2 is executing a comprehensive growth plan focused on advancing both its Fenix Gold and Condestable assets through operational excellence and strategic expansion. The company is completing construction at Fenix Gold, targeting first production in January 2026, while simultaneously integrating Condestable's operations and advancing expansion studies. This dual-asset development approach establishes a platform for sustained growth, with Fenix Gold Phase 2 expansion studies planned for 2027 and Condestable's expansion to 10,000-12,000 tpd under evaluation.

Environmental stewardship is central to Rio2's strategy, with both operations pursuing industry-leading sustainability standards. Condestable's existing Copper Mark certification and 100% renewable electricity usage provide a foundation for expanding these practices across the combined entity. The company maintains active engagement with local communities and Indigenous groups, ensuring development plans meet rigorous environmental standards while creating lasting socio-economic benefits. This commitment extends to comprehensive social programs and community investment initiatives established during Condestable's 60-year operating history.

A key advantage in Rio2's growth plan is its access to established infrastructure and exploration potential. The 45,000-hectare Condestable land package offers numerous near-mine and regional exploration targets, while Fenix Gold's 2.4 km strike length with widths up to 400 meters provides significant resource expansion potential. The company remains open to strategic partnerships, joint ventures, or additional accretive acquisitions to maximize portfolio value while managing financial risk. Through this strategic approach—combining responsible development, operational diversification, and potential partnerships—Rio2 is positioning itself to become a leading Latin American gold-copper producer while delivering sustainable shareholder value.

As of December 2025, Rio2 is well-positioned financially following the transformational Condestable acquisition and concurrent financing activities. The US$217 million transaction was structured to minimize dilution while maximizing financial flexibility, comprising US$80 million cash, US$65 million vendor debt financing, and approximately US$35 million in equity consideration. The concurrent financing package raised US$185 million through a US$120 million equity offering and US$65 million vendor take-back debt, providing sufficient capital for upfront consideration, working capital, and general corporate purposes.

The combined entity is projected to generate substantial cash flows, with Condestable alone delivering average annual EBITDA of US$110 million at consensus prices and US$145 million at spot prices from 2026-2030. The acquisition creates a pro forma enterprise value of US$979 million with a strengthened balance sheet and enhanced trading liquidity. The company's capital structure includes existing Southern Peaks debt of US$51 million and new acquisition financing of US$65 million, resulting in manageable leverage ratios supported by predictable cash generation.

Rio2's financial outlook is underpinned by robust project economics across both assets. Fenix Gold's Phase 1 operation targets 100,000 ounces annually with potential Phase 2 expansion to 300,000 ounces, while Condestable's base operation produces 27,000 tonnes copper equivalent annually with 40% expansion potential. The company maintains flexibility to settle US$37 million in deferred consideration through cash or shares between 2027-2030, preserving optionality based on market conditions and internal cash generation. This financial strength positions Rio2 to internally fund growth projects while delivering attractive returns to shareholders.

Rio2 Limited is positioned to become a leading mid-tier gold-copper producer in Latin America, with its transformational Condestable acquisition creating a diversified, cash-generating platform in top-tier mining jurisdictions. The company's unique combination of near-term production catalysts—Fenix Gold's first pour in January 2026 and Condestable's immediate cash flow—provides investors with both immediate value creation and long-term growth exposure. With projected annual production of 379,000 ounces gold equivalent and a clear path to 380,000 ounces through potential expansions, Rio2 offers material scale supported by long-life operating platforms.

The company's compelling investment proposition is enhanced by its attractive acquisition valuation of 2.0x EV/EBITDA, limited equity dilution, and strong management team with proven Latin American expertise. Rio2's commitment to environmental stewardship, demonstrated through Copper Mark certification and renewable energy initiatives, positions it as a responsible mining operator aligned with global sustainability trends. As global demand for gold and copper continues to strengthen—driven by economic uncertainty, inflation hedging, and energy transition requirements—Rio2 provides leveraged exposure to both commodities through a de-risked asset base.

For investors seeking exposure to a diversified, growth-oriented mining company with near-term production, established cash flow, and significant expansion potential, Rio2 Limited presents an attractive opportunity. The company's disciplined approach to development, backed by robust project economics and strong community partnerships, ensures Rio2 is well-positioned to deliver sustainable shareholder value while maintaining its social license to operate across Chile and Peru.