Rio2 Limited — Capital/Financing Update 2021

Jul 20, 2021

Rio2 Limited

Marketed Treasury Offering of Common Shares

Term Sheet July 20, 2021

A copy of the preliminary short form prospectus has been filed with the securities regulatory authorities in each of the provinces and territories of Canada, except for Quebec, but has not yet become final for the purpose of the sale of securities. A copy of the preliminary short form prospectus, any amendment to the preliminary short form prospectus and the final short form prospectus that has been filed is required to be delivered with this document. The preliminary short form prospectus is still subject to completion. There will not be any sale or any acceptance of an offer to buy the securities until a receipt for the final short form prospectus has been issued.

This document does not provide full disclosure of all material facts relating to the securities offered. Investors should read the preliminary short form prospectus, any amendment to the preliminary short form prospectus and the final short form prospectus and any amendment thereto for disclosure of those facts, especially risk factors relating to the securities offered, before making an investment decision. Copies of the final short form prospectus may be obtained from Scotia Capital Inc., Attention: Equity Capital Markets, Scotia Plaza, 64th Floor, 40 King Street West, Toronto, Ontario M5H 3Y2, or by telephone at 1-416-863-7704 or by email at equityprospectus@scotiabank.com.

The securities being offered have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or under the securities laws of any state of the United States (as defined in Regulation S under the U.S. Securities Act (the "United States")) and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (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. This term sheet does not constitute an offer to sell, or a solicitation of an offer to buy, any of these securities within the United States.

Issuer:	Rio2 Limited (the "Company").
Offered Shares:	Treasury offering of ● common shares of the Company (the"Shares").
Offering Amount:	C$25.0 million offering (the "Offering")
Issue Price:	C$● per Share to be determined in the context of the market.
Over-AllotmentOption:	The Company has granted the Underwriters an option to purchase up to anadditional 15% of the Shares issued pursuant to the Offering, exercisable inwhole or in part at the Underwriters' sole discretion, at any time for a period of30 days after the Closing Date.
Concurrent NonBrokered PrivatePlacement:	Concurrently with the Offering, the Company also intends to sell up to ● Shares(the "Placement Shares") to Wheaton Precious Metals Corp. and itssubsidiaries on a non-brokered private placement basis for gross proceeds of -the Canadian dollar equivalent to US$5 million (~C$6.4 million) (the "PrivatePlacement Offering"), provided the gross proceeds of the Offering and PrivatePlacement Offering exceed US$20 million. The Placement Shares will be issuedon the same terms at which the Shares are offered for sale under the Offering.The Private Placement Offering is expected to close simultaneously with theOffering and is conditional on the Closing of the Offering. Closing of the Offeringis conditional on Closing of the Private Placement Offering.
Use of Proceeds:	Not less than US$20 million, being the sum of net proceedsof the Offering plusthe proceeds of the Private Placement (the "Combined Proceeds"), will be usedto fund development of the Company's Fenix Gold Project and associated mineand camp infrastructure (which, for greater certainty includes development ofrelated infrastructure by Lince S.A., a wholly owned subsidiary of theCorporation). The remaining Combined Proceeds is expected to be used forgeneral working capital purposes.
Offering Basis:	Marketed public offering by way of a short form prospectus available for sale ineach of the provinces and territories of Canada, except Quebec, and to QualifiedInstitutional Buyers in the U.S. pursuant to Rule 144A of the Securities Act of1933, as amended.

Rio2 Limited

Marketed Treasury Offering of Common Shares

Term Sheet	July 20, 2021
Listing:	The Company will apply to have theShares listed on the TSX Venture Exchange("TSXV"). The Shares are currently listed on the TSXV under the symbol "RIO".
Eligibility:	Eligible for RRSPs, RRIFs, RESPs, TFSAs, RDSPs and DPSPs subject to theusual rules regarding prohibited investments for such plans.
Joint Bookrunners:	Scotiabank, CIBC Capital Markets and Raymond James Ltd.
Commission:	The Company will pay a cash commission of 6.0% (reduced to 4.0% in respectof certain specified institutional purchasers and 1.0% in respect of President'sList purchasers) of the gross proceeds from the issuance of the Offered Shares(including exercise of the Over-Allotment Option).
Closing:	On or about August 6, 2021.