Rio2 Acquires 15% Stake in Royal Road Minerals Through Block Trade

• Rio2 Limited acquires 39,855,000 ordinary shares of Royal Road Minerals, representing 15.0% ownership for $4.58 million
• Transaction executed via block trade on TSX Venture Exchange at $0.115 per share on 26 September 2025
• Investor Rights Agreement grants Rio2 board seat and anti-dilution protection on future financings provided it maintains 9.5% ownership
• Partnership provides Rio2 exposure to exploration projects in new jurisdictions whilst maintaining focus on Fenix Gold Mine in Chile
• Rio2 may acquire additional shares or dispose of holdings subject to Investor Rights Agreement terms

Rio2 Limited (TSX: RIO) is a mining company focused on development and operations. The company is advancing its Fenix Gold Project in Chile towards production using a staged development strategy. Rio2 operates with environmental standards that exceed regulatory requirements and applies its approach across social, environmental, and economic dimensions. The management team has experience in technical operations and capital markets.

Share Acquisition Transaction and Block Trade Details

Rio2 completed the acquisition of 39,855,000 ordinary shares of Royal Road Minerals Limited (TSXV: RYR) on 26 September 2025 through a block trade on the TSX Venture Exchange. The shares were purchased at $0.115 per share for a total consideration of $4,583,325. The acquisition represents approximately 15% of Royal Road's issued and outstanding shares on a non-diluted basis. Prior to this transaction, Rio2 held no shares in Royal Road.

The block trade transferred the entire shareholding previously held by a single investor to Rio2 and other institutional investors. This structure allowed multiple parties to acquire positions simultaneously. The transaction elevated Rio2 to insider status under applicable securities laws and TSX Venture Exchange policies, triggering early warning report filing requirements under National Instrument 62-103.

Rio2 acquired the shares for investment purposes. The company retains the right to acquire additional shares or dispose of some or all of its holdings, subject to the terms of the Investor Rights Agreement. The 15% position establishes Rio2 as a significant shareholder in Royal Road, which explores for copper and gold in Saudi Arabia, Morocco, and Colombia.

Investor Rights Agreement and Board Representation

Royal Road and Rio2 entered into an Investor Rights Agreement in connection with the share acquisition. Under this agreement, Rio2 has the right to designate one nominee for election or appointment to Royal Road's board of directors, provided it maintains at least a 9.5% ownership interest. This provision gives Rio2 direct representation in Royal Road's governance structure.

The agreement includes participation rights in future equity financings. Rio2 can participate in such financings to maintain its proportionate ownership at the time of the financing or to increase its ownership up to 15% on a post-financing basis. These rights apply as long as Rio2 holds at least a 9.5% interest in the company, calculated according to the terms of the agreement.

The ownership threshold of 9.5% serves as the minimum level for both board representation and financing participation rights. This structure allows Rio2 to maintain its strategic position without dilution from future capital raises undertaken by Royal Road. The agreement defines the parameters of the relationship between the two companies regarding governance and equity participation.

Strategic Partnership Rationale and Future Optionality

Rio2's investment provides exposure to Royal Road's exploration portfolio across three jurisdictions.

Alex Black, Executive Chairman of Rio2, stated:

"We view Royal Road's portfolio as geologically attractive and believe it provides us with interesting options for future diversification and growth. For us, this transaction is about optionality – gaining exposure to highly prospective exploration opportunities in new jurisdictions, while maintaining a clear focus on advancing our flagship Fenix Gold Mine in Chile and driving that towards expansion."

Royal Road explores in Saudi Arabia, Morocco, and Colombia. The company describes itself as applying expert skills and innovative technologies to discover and develop copper and gold deposits.

Tim Coughlin, President and CEO of Royal Road, commented:

"We are genuinely delighted to welcome Rio2, under the leadership of Alex Black and Andrew Cox, as our new shareholders and partners. Rio2 is a bold and dynamic company with an exceptional record of developing world-class gold projects, and their leadership team bring decades of entrepreneurial and executional excellence."

Black added:

"I have known Tim Coughlin for over 20 years, and, in my opinion, Tim is one of the best generative geologists on the planet. Tim was a first mover in Colombia 25 years ago and recently a first mover in Saudi Arabia."

Next Steps

Rio2 will continue advancing its Fenix Gold Mine in Chile towards production whilst holding its 15% position in Royal Road. Royal Road will proceed with exploration programmes across its three operating jurisdictions. The Investor Rights Agreement provides a framework for potential future involvement by Rio2 through board participation and equity financing rights.

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