Rio2 Limited

A copy of this amended and restated preliminary short form prospectus has been filed with the securities regulatory authorities in each of the provinces and territories of Canada, except for the Province of Québec, but has not yet become final for the purpose of the sale of securities. Information contained in this amended and restated preliminary short form prospectus may not be complete and may have to be amended. The securities may not be sold until a receipt for the short form prospectus is obtained from the securities regulatory authorities.

No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise. This short form prospectus constitutes a public offering of securities only in those jurisdictions where such securities may be lawfully offered for sale and therein only by persons permitted to sell such securities. The securities offered hereby have not been and will not be registered under the United States Securities Act of 1933, as amended (the " U.S. Securities Act "), or the securities laws of any state of the United States and, accordingly, may not be offered, sold or delivered, directly or indirectly, in the United States (as such term is defined in Regulation S under the U.S. Securities Act) absent registration under, or an applicable exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. This short form prospectus does not constitute an offer to sell or a solicitation of an offer to buy any of the securities offered hereby within the United States. See "Plan of Distribution".

Information has been incorporated by reference in this short form prospectus from documents filed with securities commissions or similar authorities in Canada . Copies of the documents incorporated herein by reference may be obtained on request without charge from the Chief Financial Officer of Rio2 Limited, at 1000 – 355 Burrard Street, Vancouver, British Columbia V6C 2G8, Telephone (604) 260-2696, and are also available electronically at www.sedar.com.

AMENDED AND RESTATED PRELIMINARY SHORT FORM PROSPECTUS AMENDING AND RESTATING THE PRELIMINARY SHORT FORM PROSPECTUS DATED JULY 20, 2021

New Issue

July 21, 2021

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$25,025,000 38,500,000 Common Shares Price: $0.65 per Common Share

This amended and restated preliminary short form prospectus (the " Prospectus ") is being filed by Rio2 Limited (" Rio2 " or the " Corporation ") and qualifies the distribution by the Corporation (the " Offering ") of 38,500,000 common shares in the capital of the Corporation (the " Offered Shares ") at a price of $0.65 per Common Share (the " Offering Price ") for gross proceeds of $25,025,000.

The Offered Shares will be issued pursuant to the terms of an underwriting agreement (the " Underwriting Agreement ") dated July 21, 2021 among the Corporation, Scotia Capital Inc. (" Scotia "), as lead underwriter and lead bookrunner, along with CIBC World Markets Inc. (" CIBC ") and Raymond James Ltd. (" Raymond James ", and together with Scotia and CIBC, the " Joint Bookrunners "), and along with Cantor Fitzgerald Canada Corporation, Sprott Capital Partners LP and Cormark Securities Inc. (collectively, with the Joint Bookrunners, the " Underwriters ") . The Offering Price and the other terms of the Offering were determined by arm's length negotiation between Scotia, on behalf of the Underwriters, and the Corporation with reference to the prevailing market price of the common shares in the capital of the Corporation (the " Common Shares ") on the TSX Venture Exchange (the " TSX-V "). See " Plan of Distribution ".

Per Common Share ………………... Total Offering ……………………… Notes:	Price to Public $0.65 $25,025,000	Underwriters' Fee(1)(4) $0.03 $1,153,037	Net Proceeds to the Corporation(2)(3)(4)
			$0.62 $23,871,963

(1) The Corporation has agreed to pay the Underwriters a cash commission (the " Underwriters' Fee ") equal to 6.0% of the aggregate gross proceeds of the Offering (subject to a reduced 4.0% cash commission for up to $10,432,500 of Offered Shares sold to certain institutional purchasers designated by the Corporation and agreed to by the Underwriters (the " Specified Institutional Purchasers ") and subject to a reduced 1.0% cash commission for up to $2,796,263 of Offered Shares sold to certain other purchasers designated by the Corporation and agreed to by the Underwriters (the " President's List ")), including pursuant to any exercise of the Over-Allotment Option (as defined below). See " Plan of Distribution ".

(2) After deducting the Underwriters' Fee but before deducting the expenses of the Offering, estimated to be approximately $485,000, which, together with the Underwriters' Fee, will be payable from the proceeds of the Offering.

(3) The Corporation has granted to the Underwriters an option (the " Over-Allotment Option ") exercisable at the sole discretion of the Underwriters, in whole or in part, at any time and from time to time, until and including 30 days after the closing of the Offering to purchase, on the same terms as the Offering, up to an additional 5,775,000 Common Shares for aggregate proceeds of up to $28,778,750 to cover over allotments, if any, and for market stabilization purposes. This Prospectus qualifies the grant of the Over-Allotment Option and the distribution of the Common Shares issuable on exercise of the Over-Allotment Option (the " Over-Allotment Shares ", and where the context requires, reference to " Offered Shares " includes the Over-Allotment Shares). If the Over-Allotment Option is fully exercised, the total "Price to Public", "Underwriters' Fee" and "Net Proceeds to the Corporation" will be (before deducting estimated expenses of the Offering)

(ii)

approximately $28,778,750, $1,378,262 and $27,400,488, respectively, assuming $10,432,500 of Offered Shares are sold to Specified Institutional Purchasers and $2,796,263 of Offered Shares are sold to purchasers on the President's List. A purchaser who acquires OverAllotment Shares forming part of the Underwriters' over-allocation position acquires those Over-Allotment Shares under this Prospectus, regardless of whether the over-allocation position is ultimately filled through the exercise of the Over-Allotment Option or secondary market purchases. See " Plan of Distribution ".

(4) Assuming $10,432,500 of Offered Shares are sold to Specified Institutional Purchasers, $2,796,263 of Offered Shares are sold to purchasers on the President's List and no exercise of the Over-Allotment Option.

The following table sets forth the number of Over-Allotment Shares that may be issued by the Corporation to the Underwriters pursuant to the Over-Allotment Option:

Underwriters' Position Over-Allotment Option	Maximum size or number of securities available 5,775,000 Over-Allotment Shares	Exerciseperiod Exerciseprice Until and including 30 days from the closing of the Offering $0.65 per Over-Allotment Share

The issued and outstanding Common Shares are listed and posted for trading on the TSX-V under the symbol "RIO", are quoted on the OTCQX International Exchange (the " OTCQX ") under the symbol "RIOFF" and on the Bolsa de Valores de Lima (the " Bolsa ") under the symbol "RIO". On July 20, 2021, the last trading day prior to the filing of this Prospectus, the closing price of the Common Shares on the TSX-V and the OTCQX was $0.74 and US$0.55 respectively. The Common Shares last traded on the Bolsa on September 4, 2020. The Corporation has applied to list the Offered Shares (including the Over-Allotment Shares issuable upon the exercise of the Over-Allotment Option) offered under this Prospectus on the TSX-V. The listing of the Offered Shares will be subject to the Corporation fulfilling all of the listing requirements of the TSX-V .

The Underwriters, as principals, conditionally offer the Offered Shares in connection with the Offering, subject to prior sale, if, as and when issued by the Corporation and accepted by the Underwriters in accordance with the conditions contained in the Underwriting Agreement referred to under " Plan of Distribution " and subject to the approval of certain legal matters on behalf of the Corporation by DLA Piper (Canada) LLP and on behalf of the Underwriters by Borden Ladner Gervais LLP.

The Offered Shares will be offered in each of the provinces and territories of Canada, other than Quebec, through the Underwriters or their affiliates who are registered to offer the Offered Shares for sale in such provinces and territories and such other registered dealers as may be designated by the Underwriters. Subject to applicable law, the Underwriters may offer, through their duly registered broker dealers in each applicable jurisdiction, the Offered Shares in the United States or to, or for the account or benefit of, United Sates persons and such other jurisdictions outside of Canada and the United States as agreed between the Corporation and the Underwriters, in each case in accordance with applicable laws provided that no prospectus, registration statement or similar document is required to be filed in any such jurisdiction.

Prospectus investors should rely only on the information contained in or incorporated by reference into this Prospectus. The Corporation and the Underwriters have not authorized anyone to provide investors with different information. Neither the Corporation nor the Underwriters are making an offer of these securities in any jurisdiction where the offer is not permitted. Investors should not assume that the information contained in this Prospectus is accurate as of any date other than the date on the front of this Prospectus. The Corporation's business, operating results, financial condition and prospects may have changed since that date.

Information contained on the Corporation's website shall not be deemed to be a part of this Prospectus or incorporated by reference herein and may not be relied upon by prospective investors for the purpose of determining whether to invest in the securities qualified for distribution under this Prospectus

Subscriptions for Offered Shares and Over-Allotment Shares will be received subject to rejection or allotment in whole or in part and the right is reserved to close the subscription books at any time without notice. The closing of the Offering is expected to occur on or about August 6, 2021, or such other date as the Corporation and the Underwriters may agree, provided that the Offered Shares are to be taken up by the Underwriters on or before the date that is not later than 42 days after the date of the receipt for the final short form prospectus relating to the Offering (the " Closing Date "). See " Plan of Distribution ".

Except as may be otherwise agreed by the Corporation and the Underwriters, it is anticipated that Offered Shares will be delivered under the book-based system operated by CDS Clearing and Depository Services Inc. (" CDS ") on the closing of the Offering. A subscriber who purchases Offered Shares will receive a customer confirmation from the registered dealer from or through whom Offered Shares are purchased and who is a CDS depository service participant. CDS will record the CDS participants who hold Offered Shares on behalf of owners who have purchased Offered Shares in accordance with the book-based system. Other than Offered Shares sold in the

(iii)

United States, which may be represented by individual certificates (if requested by the subscriber), certificates evidencing the Offered Shares will not be issued. See " Plan of Distribution ".

In connection with the Offering, the Underwriters may, subject to applicable laws, over-allot or effect other transactions intended to stabilize or maintain the market price for the Common Shares at levels above that which might otherwise prevail in the open market. Such transactions, if commenced, may be discontinued at any time. See " Plan of Distribution ".

The Underwriters propose to offer the Offered Shares initially at the Offering Price. After a reasonable effort has been made to sell all of the Offered Shares at the Offering Price, the Underwriters may subsequently reduce the selling price to investors from time to time in order to sell any of the Offered Shares remaining unsold. Any such reduction will not affect the proceeds received by the Corporation. The Underwriters will inform the Corporation if the Offering Price is reduced. See " Plan of Distribution".

An investment in the Offered Shares involves significant risks that should be carefully considered by prospective investors before purchasing such securities. The risk factors included or incorporated by reference in this Prospectus should be carefully reviewed and considered by purchasers in connection with an investment in the Offered Shares. See " Special Note Regarding Forward Looking Information " and " Risk Factors " in this Prospectus and in the AIF (as defined herein) which is available under the Corporation's issuer profile on SEDAR at www.sedar.com, before purchasing the Offered Shares. Potential investors are advised to consult their own legal counsel and other professional advisors in order to assess the income tax, legal and other aspects of the Offering.

Prospective purchasers are advised to consult their own tax advisors regarding the application of Canadian and U.S. federal income tax laws to their particular circumstances, as well as any other provincial, state, foreign and other tax consequences of acquiring, holding or disposing of the Offered Shares, including the Canadian federal income tax consequences applicable to a foreign controlled Canadian corporation that acquires the Offered Shares.

This document does not constitute a prospectus for the purpose of the Prospectus Regulation (EU) 2017/1129 (as it forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018) ("UK Prospectus Regulation") and the prospectus regulation rules issued by the Financial Conduct Authority ("FCA") pursuant to section 84 of the Financial Services and Markets Act 2000 (as amended) ("FSMA") and has not been approved by or filed with the FCA. The information contained in this document is only being made, supplied or directed at persons in the United Kingdom who are qualified investors within the meaning of article 2(e) of the UK Prospectus Regulation, and the Offered Shares are not being offered or sold and will not be offered or sold to the public in the United Kingdom (within the meaning of section 102B of the FSMA), save in circumstances where it is lawful to do so without an approved prospectus being made available to the public before the offer is made. In addition, in the United Kingdom no person may communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) received by it in connection with the issue or sale of any Offered Shares except in circumstances in which section 21(1) of FSMA does not apply to the Corporation and this document is made, supplied or directed at qualified investors in the United Kingdom who are (i) persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005 (as amended) (the "FPO"); or (ii) high net worth bodies corporate, unincorporated associations and partnerships and trustees of high value trusts as described in article 49 of the FPO or (iii) persons who fall within another exemption to the FPO (all such persons being "Relevant Persons"). Any investment or investment activity to which this document relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. Each recipient is deemed to confirm, represent and warrant to the Corporation that they are a Relevant Person.

The Corporation's head office is located at 1000 – 355 Burrard Street, Vancouver, British Columbia V6C 2G8 and its registered office is located at 100 King Street West, Suite 6000, 1 First Canadian Place, Toronto, Ontario M5X 1E2.

(iv)

ABOUT THIS PROSPECTUS......................................................................................................................................1 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS................................................................1 PRESENTATION OF FINANCIAL INFORMATION................................................................................................3 DOCUMENTS INCORPORATED BY REFERENCE ................................................................................................4 MARKETING MATERIALS .......................................................................................................................................5 TECHNICAL INFORMATION ...................................................................................................................................5 RIO2 LIMITED.............................................................................................................................................................6 SUMMARY DESCRIPTION OF THE BUSINESS.....................................................................................................7 RECENT DEVELOPMENTS.......................................................................................................................................7 CONSOLIDATED CAPITALIZATION .................................................................................................................... 10 USE OF PROCEEDS.................................................................................................................................................. 11 BUSINESS OBJECTIVES AND MILESTONES ...................................................................................................... 11 PLAN OF DISTRIBUTION ....................................................................................................................................... 12 ELIGIBILITY FOR INVESTMENT .......................................................................................................................... 14 DESCRIPTION OF SHARE CAPITAL..................................................................................................................... 15 PRIOR SALES............................................................................................................................................................ 15 TRADING PRICE AND VOLUME........................................................................................................................... 16 RISK FACTORS......................................................................................................................................................... 17 AUDITOR, TRANSFER AGENT AND REGISTRAR ............................................................................................. 21 INTEREST OF EXPERTS.......................................................................................................................................... 21 ENFORCEMENT OF JUDGMENTS AGAINST FOREIGN PERSONS.................................................................. 21 PURCHASER'S STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION .............................................. 22 CERTIFICATE OF THE CORPORATION ............................................................................................................. C-1 CERTIFICATE OF UNDERWRITERS ................................................................................................................... C-2

ABOUT THIS PROSPECTUS

In this Prospectus, unless the context otherwise requires, all references to "we", "our", "us" "Rio2" or to the "Corporation" includes Rio2 Limited and its predecessors, divisions and subsidiaries.

You should rely only on the information contained in or incorporated by reference in this Prospectus in connection with an investment in the Offered Shares. We and the Underwriters have not authorized anyone to provide you with different information. We and the Underwriters are not making an offer of the Offered Shares in any jurisdiction where such offer is not permitted. You should assume that the information appearing in this Prospectus is accurate only as of the date on the front of those documents and that information contained in any document incorporated by reference herein or therein is accurate only as of the date of that document unless specified otherwise. Our business, financial condition, financial performance and prospects may have changed since those dates. The Offered Shares may be sold only in those jurisdictions where offers and sales are permitted. This Prospectus is not an offer to sell or a solicitation of an offer to buy the Offered Shares in any jurisdiction where it is unlawful. The Corporation does not undertake to update the information contained or incorporated by reference herein, except as required by applicable Canadian securities laws.

This Prospectus shall not be used by anyone for any purpose other than in connection with the Offering.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements contained in this Prospectus, and in certain documents incorporated by reference into this Prospectus, constitute forward-looking statements and forward-looking information (collectively referred to herein as " forward-looking statements ") within the meaning of applicable Canadian securities laws. Such forward-looking statements relate to future events or the Corporation's future performance. All statements other than statements of historical fact may be forward-looking statements. Such forward-looking statements are often, but not always, identified by the use of words such as "seek", "anticipate", "budget", "plan", "continue", "estimate", "expect", "forecast", "may", "will", "project", "predict", "potential", "targeting", "intend", "could", "might", "should", "believe" and similar expressions or the negative grammatical variations of such terms. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. The Corporation believes the expectations reflected in those forward-looking statements are reasonable but no assurance can be given that these expectations will prove to be correct and such forward-looking statements included in, or incorporated by reference into, this Prospectus should not be unduly relied upon. These forward-looking statements speak only as of the date of this Prospectus or as of the date specified in the documents incorporated by reference into this Prospectus, as the case may be.

In particular, this Prospectus, and the documents incorporated by reference, contain forward-looking statements pertaining to the following:

the Offering;
the Closing Date and the intended use of proceeds of the Offering;
obtaining all required regulatory approvals in connection with the Offering;
the Fenix Stream (see " Recent Developments - Gold Stream ");
the Facility (see " Recent Developments - Project Debt Financing ");
the Concurrent Private Placement (see " Recent Developments - Concurrent Private Placement ");
the addition of a value-added-tax (VAT) financing facility and/or other funding sources;
the exercise of outstanding share purchase warrants;
the market and cash position, and future financial or operating performance of the Corporation;
the anticipated receipt of all required regulatory and third-party approvals for the Fenix Gold Project;
the timing and progress of mining exploration;
the expected success of mining operations;
the government regulation of mining operations;
the success of securing or maintaining licenses, permits and authorizations;
expectations regarding the Corporation's ability to raise capital;
expenditures to be made by the Corporation to meet certain work commitments;
environmental risks;

potential title disputes or claims and limitations on insurance coverage;
the future price of gold and other metals;
the estimation of mineral reserves and resources and the realization of mineral reserve estimates;
costs of production and capital expenditures;
mine life of mineral projects;
the timing and amount of estimated capital expenditure;
costs and timing of exploration and development and capital expenditures related thereto;
planned exploration activities and planned future acquisitions; and
the adequacy of financial resources and the ability to continue as a going concern.

Although the forward-looking statements contained in this Prospectus are based upon assumptions which management of the Corporation believes to be reasonable, the Corporation cannot assure investors that actual results will be consistent with these forward-looking statements. With respect to forward-looking statements contained in this Prospectus, the Corporation has made assumptions regarding, but not limited to:

the closing of the Offering;
obtaining all required regulatory approvals in connection with the Offering;
the future price of gold and other metals;
the Fenix Stream;
the Facility;
the Concurrent Private Placement;
anticipated costs and the Corporation's ability to fund its programs;
the legislative and regulatory environment;
the impact of increasing competition;
the success and timely completion of planned exploration and development projects;
that general business and economic conditions will not change in a materially adverse manner;
that costs related to development of mine properties will remain consistent with historical experiences;
the anticipated results of exploration, development and production activities;
the Corporation's ability to attract and retain skilled staff;
the Corporation's ability to obtain, comply with and renew permits and licenses in a timely manner;
the impact (and the duration thereof) that the COVID-19 pandemic will have on the Corporation's operations.
the timely receipt of required approvals and permits, including those approvals and permits required for successful project permitting, construction and operation of projects, including, without limitation, the EIA Approval (as defined herein);
the Corporation's ability to operate in a safe, efficient and effective manner; and
the Corporation's ability to obtain financing as and when required and on reasonable terms and the ability to continue as a going concern.

The Corporation's actual results could differ materially from those anticipated in the forward-looking statements as a result of the risk factors set forth herein and in the documents incorporated by reference, including but not limited to:

risks related to the Corporation's limited operating history and losses and its ability to continue as a going concern;
risks related to the completion of the Offering on the terms and conditions described in this Prospectus or at all;
risks related to the completion of the Concurrent Private Placement on the terms and conditions described in this Prospectus or at all;
risks related to the completion of the Fenix Stream on the terms and conditions described in this Prospectus or at all;
risks related to the completion of the Facility on the terms and conditions described in this Prospectus or at all;
volatility in the market price of the Corporation's Common Shares;  dilution of Common Shares;
risks related to the Corporation's discretion in the use of net proceeds from the Offering and the Concurrent Private Placement;
risks related to the Corporation's potential need for additional financing;

failure to obtain required regulatory and stock exchange approvals with respect to the Offering and the Concurrent Private Placement;
access to additional capital;
uncertainty and variations in the estimation of mineral resources and mineral reserves;
health, safety and environmental risks;
success of exploration, development and operations activities;
risks relating to foreign operations and expropriation or nationalization of mining operations;
delays in obtaining or failure to obtain governmental permits, or non-compliance with permits;
uncertainty in estimates in production, capital and operation costs and potential of production and cost overruns;
the fluctuating price of gold;
uncertainties related to title to mineral properties;
risks related to the COVID-19 pandemic;
risks related to management of growth of the Corporation;
the Corporation's ability to identify, complete and successfully integrate acquisitions; and
other factors, many of which are beyond the control of the Corporation, some of which are discussed under " Risk Factors " in this Prospectus, as well as in the AIF (as defined herein).

Forward-looking statements and other information contained herein concerning the mining industry and the Corporation's general expectations concerning this industry are based on estimates prepared by management of the Corporation using data from publicly available industry sources as well as from resource reports, market research and industry analysis and on assumptions based on data and knowledge of this industry which the Corporation believes to be reasonable. However, this data is inherently imprecise, although generally indicative of relative market positions, market shares and performance characteristics. While the Corporation is not aware of any material misstatements regarding any industry data presented herein, the mining industry involves numerous risks and uncertainties and is subject to change based on various factors.

Management of the Corporation has included the above summary of assumptions and risks related to forward-looking statements provided in this Prospectus in order to provide readers with a more complete perspective on the Corporation's current and future operations and such information may not be appropriate for other purposes. The Corporation's actual results, performance or achievement could differ materially from those expressed in, or implied by, these forward-looking statements and, accordingly, no assurance can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what benefits that the Corporation will derive therefrom.

Readers are therefore cautioned that the foregoing list of important factors is not exhaustive and they should not unduly rely on the forward-looking statements included in this Prospectus or any documents incorporated by reference. These forwardlooking statements are made as of the date of this Prospectus and the Corporation disclaims any intent or obligation to update publicly any forward-looking statements, whether as a result of new information, future events or results or otherwise, other than as required by applicable securities laws. All forward-looking statements contained in this Prospectus are expressly qualified by this cautionary statement. Further information about the factors affecting forward-looking statements and management's assumptions and analysis thereof, is available in filings made by the Corporation with Canadian provincial securities commissions available on the System for Electronic Document Analysis and Retrieval (" SEDAR ") at www.sedar.com.

PRESENTATION OF FINANCIAL INFORMATION

In this Prospectus, all financial information herein has been presented in Canadian dollars unless otherwise noted. "$" means Canadian dollars and "US$" means United States dollars. The consolidated financial statements of the Corporation incorporated herein by reference are reported in United States dollars for periods commencing January 1, 2021 and in Canadian dollars for all periods prior thereto. The consolidated financial statements of the Corporation incorporated herein by reference are prepared in accordance with International Financial Reporting Standards (" IFRS ").

CURRENCY AND EXCHANGE RATE INFORMATION

The following table sets forth (a) the rate of exchange for the Canadian dollar, expressed U.S. dollars, in effect for the periods indicated; and (b) the high and low exchange rates for the Canadian dollar, expressed in U.S. dollars, during the periods

indicated, each based on the indicative rate of exchange as reported by the Bank of Canada for conversion of Canadian dollars into U.S. dollars.


Year Ended December 31 C$ to US$
		2020		2019		2018
High	0.7863		0.7699		0.8138
Low	0.6898		0.7353		0.7330
Closing	0.7854		0.7699		0.7330

The indicative exchange rates on July 20, 2021, as reported by the Bank of Canada for the conversion of Canadian dollars into United States dollars was $1.00 equals US$0.7855.

DOCUMENTS INCORPORATED BY REFERENCE

Information has been incorporated by reference in this Prospectus from documents filed with the securities commissions or similar authorities in each of the provinces and territories of Canada, other than Québec (collectively, the "Commissions"). Copies of the documents incorporated herein by reference may be obtained on request without charge from the Chief Financial Officer of the Corporation, at 1000 – 355 Burrard Street, Vancouver, British Columbia V6C 2G8, Telephone (604) 260-2696, and are also available electronically on SEDAR at www.sedar.com.

Except to the extent that their contents are modified or superseded by a statement contained in this Prospectus or in any other subsequently filed document that is also incorporated by reference in this Prospectus, the following documents of the Corporation are specifically incorporated by reference into, and form an integral part of, this Prospectus:

(a) the annual information form (the " AIF ") of Rio2 for the year ended December 31, 2020 dated April 19, 2021;
(b) the audited annual consolidated financial statements of Rio2 for the years ended December 31, 2020 and December 31, 2019, together with the notes thereto and the auditors' report thereon;
(c) the management's discussion and analysis of the financial condition and results of operation of Rio2 for the year ended December 31, 2020 dated April 19, 2021;
(d) the amended unaudited condensed interim consolidated financial statements of Rio2 as at March 31, 2021 and for the three months ended March 31, 2021 and March 31, 2020, together with the notes thereto (the " Interim Financial Statements ");
(e) the amended management's discussion and analysis of the financial condition and results of operations of Rio2 for the three months ended March 31, 2021 and March 31, 2020 dated July 12, 2021 (the " Interim MD&A ");
(f) the management information circular of Rio2 dated May 15, 2020 in respect of the annual general and special meeting of shareholders of the Corporation held on June 25, 2020, and filed on SEDAR on May 25, 2020;
(g) the form 51-102F6V statement of executive compensation - venture issuers of Rio2 dated June 18, 2021 in respect of the financial year ended December 31, 2020; and
(h) "template version" (as such term is identified in National Instrument 41-101 – General Prospectus Requirements (" NI 41-101 ")) of the term sheet dated July 20, 2021 and the amended term sheet dated July 21, 2021 (collectively, " Template Term Sheets ") and the investor presentation of the Corporation in connection with the Offering (" Template Investor Presentation " and together with the Template Term Sheets, the " Marketing Materials ") each dated July 20, 2021.

Any documents of the type required by National Instrument 44-101 – Short Form Prospectus Distributions to be incorporated by reference in a short form prospectus including any material change reports (excluding confidential reports), interim financial statements, annual financial statements and the auditors' report thereon, management's discussion of financial conditions and

results of operations, information circulars, annual information forms and business acquisition reports filed by the Corporation with the securities commissions or similar authorities in Canada, subsequent to the date of this Prospectus and prior to the termination of this distribution, shall be deemed to be incorporated by reference in this Prospectus.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this Prospectus to the extent that a statement contained herein or in any other subsequently filed document which also is, or is deemed to be, incorporated by reference herein modifies or supersedes such statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. The making of a modifying or superseding statement shall not be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus.

MARKETING MATERIALS

The Marketing Materials are not part of this Prospectus to the extent that the contents of the Marketing Materials have been modified or superseded by a statement contained in this Prospectus or any amendment thereto.

In addition to the Marketing Materials, any "template version" of any "marketing materials" (as such terms are defined in NI 41-101) that is filed under the Corporation's profile on SEDAR at www.sedar.com before termination of the Offering (including any amendments to, or amended version of, any template version of any marketing materials) will be incorporated by reference into this Prospectus. However, such "template version" of "marketing materials" will not form a part of this Prospectus to the extent that the contents of the marketing materials or the template version of the marketing materials, as applicable, have been modified or superseded by a statement contained in this Prospectus.

TECHNICAL INFORMATION

The disclosure in this Prospectus (including in the documents incorporated by reference) of a scientific or technical nature relating to the Fenix Gold Project is derived from, and in some instances is a direct extract from, and based on the assumptions, qualifications and procedures set out in the technical report titled "Updated Pre-Feasibility Study for the Fenix Gold Project" dated effective August 15, 2019 (the " Technical Report ") in accordance with National Instrument 43-101 – Standards of Disclosure for Mineral Projects (" NI 43-101 ") and other information that has been prepared by or under the supervision of "qualified persons" (as such term is defined in NI 43-101) and included in this Prospectus with the consent of such persons. The information contained herein is subject to all of the assumptions, qualifications and procedures set out in the Technical Report and reference should be made to the Technical Report. The scientific and technical content of Prospectus has been reviewed, approved and verified by Enrique Garay, Rio2's Senior Vice President - Geology, a Qualified Person as defined by NI 43-101. This Prospectus also discloses mineral resources. Mineral resources that are not mineral reserves do not have demonstrated economic viability. The Technical Report has been filed on SEDAR and can be reviewed at www.sedar.com. The Corporation's mineral reserves and mineral resources estimates are classified in accordance with the Canadian Institute of Mining, Metallurgy and Petroleum (" CIM ") adopted by the CIM Council and in accordance with the requirements of NI 43101.

DIFFERENCES IN REPORTING OF MINERAL RESOURCE ESTIMATES

This Prospectus and documents incorporated by reference herein have been prepared in accordance with the requirements of Canadian securities laws, which differ from the requirements of United States securities laws. Canadian reporting requirements for disclosure of mineral properties are governed by NI 43-101. Subject to the SEC Modernization Rules described below, the United States reporting requirements are currently governed by the United States Securities and Exchange Commission (" SEC ") Industry Guide 7 (" SEC Industry Guide 7 ") under the 1933 Act. The definitions used in NI 43-101 are incorporated by reference from the CIM – Definition Standards adopted by CIM Council on May 10, 2014 (the " CIM Definition Standards "). For example, the terms "mineral reserve", "proven mineral reserve" and "probable mineral reserve" are Canadian mining terms as defined in NI 43-101, and these definitions differ from the definitions in SEC Industry Guide 7. Furthermore, while the terms "mineral resource", "measured mineral resource", "indicated mineral resource" and "inferred mineral resource" are defined in NI 43-101, these terms are not defined terms under SEC Industry Guide 7. Under SEC Industry Guide 7 standards,

a "final" or "bankable" feasibility study is required to report reserves and the primary environmental analysis or report must be filed with the appropriate governmental authority. Further, under SEC Industry Guide 7, mineralization may not be classified as a "reserve" unless the determination has been made that the mineralization could be economically and legally produced or extracted at the time the reserve determination is made. Any reserves reported by the Corporation in the future and in compliance with NI 43-101 may not qualify as "reserves" under SEC Industry Guide 7. Further, until recently, the SEC has not recognized the reporting of mineral deposits which do not meet the SEC Industry Guide 7 definition of "reserve".

The SEC adopted amendments to its disclosure rules to modernize the mineral property disclosure requirements for issuers whose securities are registered with the SEC under the Securities Exchange Act of 1934, as amended. These amendments became effective February 25, 2019 (the " SEC Modernization Rules ") with compliance required for the first fiscal year beginning on or after January 1, 2021. The SEC Modernization Rules replace the historical disclosure requirements for mining registrants that were included in SEC Industry Guide 7, which will be rescinded from and after the required compliance date of the SEC Modernization Rules. As a result of the adoption of the SEC Modernization Rules, the SEC now recognizes estimates of "measured mineral resources", "indicated mineral resources" and "inferred mineral resources". In addition, the SEC has amended its definitions of "proven mineral reserves" and "probable mineral reserves" to be "substantially similar" to the corresponding CIM Definition Standards, incorporated by reference in NI 43-101.

Investors are cautioned that while the above terms are "substantially similar" to the corresponding CIM Definition Standards, there are differences in the definitions under the SEC Modernization Rules and the CIM Definition Standards. Accordingly, there is no assurance any mineral reserves or mineral resources that the Corporation may report as "proven mineral reserves", "probable mineral reserves", "measured mineral resources", "indicated mineral resources" and "inferred mineral resources" under NI 43-101 would be the same had the Corporation prepared the reserve or resource estimates under the standards adopted under the SEC Modernization Rules.

Investors are also cautioned that while the SEC will now recognize "measured mineral resources", "indicated mineral resources" and "inferred mineral resources", investors should not assume that any part or all of the mineralization in these categories will ever be converted into a higher category of mineral resources or into mineral reserves. Mineralization described using these terms has a greater amount of uncertainty as to their existence and feasibility than mineralization that has been characterized as reserves. Accordingly, investors are cautioned not to assume that any "measured mineral resources", "indicated mineral resources" or "inferred mineral resources" that the Corporation reports are or will be economically or legally mineable. Further, "inferred mineral resources" have a greater amount of uncertainty as to their existence and as to whether they can be mined legally or economically. Therefore, investors are also cautioned not to assume that all or any part of the "inferred mineral resources" exist. In accordance with Canadian securities laws, estimates of "inferred mineral resources" cannot form the basis of feasibility or other economic studies, except in limited circumstances where permitted under NI 43-101.

For the above reasons, information contained in this Prospectus and documents incorporated by reference herein containing descriptions of the Corporation's mineral deposits may not be comparable to similar information made public by United States companies subject to the reporting and disclosure requirements under the United States federal securities laws and the rules and regulations thereunder.

The Corporation was incorporated as "Prospector Consolidated Resources Inc." under the Business Corporations Act (British Columbia) on May 3, 2004. On April 25, 2017, the Corporation continued from the Province of British Columbia to the Province of Ontario and on April 27, 2017, the Corporation changed its name to "Rio2 Limited". On July 24, 2018, Rio2 and Atacama Pacific Gold Corporation completed a business combination transaction by way of a plan of arrangement under Section 182 of the Business Corporations Act (Ontario) (the " Arrangement "). Pursuant to the Arrangement, Rio2 and Atacama amalgamated and continued as one company named "Rio2 Limited".

The following chart sets forth the Corporation's relationship with each material subsidiary and their respective jurisdictions of incorporation as at the date hereof:

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The Corporation directly or indirectly owns and controls 100% of the voting shares of all the subsidiaries noted above.

The Corporation is a reporting issuer in each of the provinces of Canada, other than Québec. The Common Shares are listed and posted for trading on the TSX-V under the trading symbol "RIO".

SUMMARY DESCRIPTION OF THE BUSINESS

Rio2 is a mining company with a focus on development and mining operations in the Americas. The Corporation's primary focus is taking its Fenix Gold Project in Chile to production in the shortest possible timeframe based on a staged development strategy. In addition to the Fenix Gold Project in development in Chile, Rio2 continues to pursue additional strategic acquisitions where it can deploy its operational excellence and responsible mining practices to build a multi-asset, multijurisdiction, precious metals company.

The principal property of the Corporation is the Fenix Gold Project. The Corporation holds a 100% interest in the Fenix Gold Project located in the Atacama Region, in the Copiapo Province of Chile, specifically in the area commonly referred to as the Maricunga gold belt, approximately 160 kilometres northeast of the city of Copiapó, Chile. Please see the AIF, which is incorporated by reference into this Prospectus, for further details with respect to the Fenix Gold Project and a summary of its mineral resources and mineral reserves estimates.

Further details concerning the Corporation, including information with respect to the Corporation's assets, operations and development history, are provided in the AIF and the other documents incorporated by reference into this Prospectus. Readers are encouraged to review these documents as they contain important information about the Corporation.

RECENT DEVELOPMENTS

Selects Run-Of-Mine Leaching For The Fenix Gold Mine

The results obtained from the Run-of-Mine (" ROM ") heap leaching trial for its Fenix Gold Project in Chile were announced by the Corporation on June 22, 2021. The objective of the ROM heap leaching trial was to determine whether ROM processing could be implemented at the Fenix Gold mine and targeted simplifying operations and eliminating the need for the installation of a single stage gyratory crusher as outlined in the Technical Report. Material for the trial heap was drilled and blasted from areas of the Fenix North, Fenix Central and Fenix South deposits and composited to make a 426 tonne representative sample. The trial was conducted at Rio2's infrastructure site located approximately 20 kilometers from the Fenix Gold mine site at an altitude of 3,200 meters. Water used in the trial leaching was industrial water sourced from the Nueva Atacama water retreatment facility located in Copiapo. Rio2 has a water supply agreement with Nueva Atacama for industrial water for its 20,000 tpd mining project.

The average grade of the composite material in the trial pad was 0.46 g/t gold, 0.43 g/t silver and 0.02% copper. Cyanide leaching of the material in the trial ROM leach pad took place over 81 days resulting in recoveries of 75.12% for gold and 12.37% for silver. These results compare favorably with those from the Technical Report which assumed crushing material to a size of 4 inches with recoveries of 75% for gold and 10% for silver. A recovery of approximately 60% for gold was achieved in the trial ROM heap within 30 days of leaching commencing. Cyanide consumption averaged 0.18 kg/t and lime consumption

averaged 2.95 kg/t. The Technical Report assumed cyanide consumption of 0.4 kg/t and lime consumption of 4 kg/t. The percolation rate in the trial heap was 2.4 m/day. Copper dissolved in the pregnant solution averaged 12 ppm which indicates that the low copper content will not inhibit the adsorption process. The granulometric analysis for the composited ROM material determined that the size fraction for 75% of the material was less than 3 inches, and 94% passing 5 inches which makes management feel that it will be possible to improve gold recoveries further by optimizing the blasting design for mineralized material during mining.

Based on the results of the ROM heap leaching trial, the Corporation has determined that ROM processing will be implemented at the Fenix Gold mine. The Corporation believe the total capital costs for the construction of the Fenix Gold mine will not materially differ from those estimated in the Technical Report.

Mine Financing Package

The Corporation arranged for mine construction financing, including the funds from the Offering along with the Fenix Stream, the Facility, and the Private Placement (each as defined below), totaling up to approximately US$125-US$135 million to finance the construction of a mine (the " Mine ") at its 100%-owned Fenix Gold Project in Chile (the " Mine Financing Package "). A description of the Fenix Stream (as defined below) and the Facility (as defined below) financings which comprise part of the Mine Financing Package is provided below.

Proceeds from the Mine Financing Package, if completed on the terms and conditions described in this Prospectus, would exceed the estimated construction capital costs in the Technical Report. The Corporation believes such proceeds will provide sufficient capital to fund the construction of the Mine.

Along with the funds received from the Fenix Stream, not less than US$20,000,000 of net proceeds of the Offering plus the proceeds of the Private Placement will be used to fund development of the Corporation's Fenix Gold Project and associated mine and camp infrastructure (which, for greater certainty includes development of related infrastructure by Lince S.A. (" Lince "), a wholly owned subsidiary of the Corporation). The remainder of the Mine Financing Package is expected to allow the Corporation to commence construction activities at the Fenix Gold Project upon receipt of EIA Approval (as defined below) and other required permits and approvals for its planned 20,000 tonnes per day, run of mine, dump leach operations. See “ Business Objectives and Milestones ” for additional information regarding the Corporation's development plans. Notwithstanding, the Corporation may seek to optimize its capital structure with the addition of a value-added-tax (VAT) financing facility and/or other funding sources. Additionally, should any of the Corporation's 27,999,450 outstanding share purchase warrants be exercised, it could provide additional proceeds of up to approximately $14 million (assuming the exercise of all outstanding share purchase warrants), which would provide additional funding. The primary focus of the Corporation has been to accelerate the Fenix Gold Project to production and the Mine Financing Package will allow the Corporation to maintain its current schedule for first gold production expected in the fourth quarter of 2022. See "Business Objectives and Milestones".

The Corporation submitted its Environmental Impact Assessment (“ EIA ”) for the construction and operation of its Fenix Gold Project to the Chilean Environmental Impact Assessment System regarding the approval of mine construction and production at the Fenix Gold Project in April 2020. The objectives of the EIA are to identify, prevent, minimize, correct and mitigate any potential impacts to the environment or the social framework of the Fenix Gold Project. The Corporation expects approval of the EIA in the first quarter of 2022.

The Corporation obtained provisional easement rights to surface lands of the Fenix Gold Project, all of which are owned by the Chilean Government, in December 2020 providing the Corporation with unencumbered access to the surface land for all its mine installations and infrastructure. The easement rights cover 843 hectares of land that are required for the construction and operation of a mine at the Fenix Gold Project. The process to obtain permanent easement rights (the “ Easement Rights ”) is ongoing and permanent easement rights are expected to be obtained by year end. The provisional easement rights obtained by the Corporation are sufficient to advance permits, construction and operation, and are not limited in time.

Gold Stream

On July 20, 2021, the Corporation entered into a non-binding term sheet with Wheaton Precious Metals International Ltd. (" Wheaton International "), relating to a gold stream on the Fenix Gold Project (the " Fenix Stream "). Under the proposed Fenix Stream, Wheaton International will pay total upfront cash consideration of US$50 million (the " Upfront Payment "). The first US$25 million of the Upfront Payment is payable upon the satisfaction of certain conditions precedent including the Corporation having raised US$20 million in equity, Wheaton International being satisfied with the final pit leach test results at the Fenix Gold Project and other customary conditions (the " First Deposit "). The remaining US$25 million of the Upfront Payment is payable following approval of the EIA filed with the Chilean Environmental Impact Assessment System (the " EIA Approval "), the Corporation having spent at least US$20 million on capital development at the Mine (not including funds advanced under the First Deposit), and the Corporation having received binding commitments (subject only to receipt of construction permit) for project financing sufficient to complete development of the Fenix Gold Project of no less than US$50 million. The Fenix Stream is expected to have an initial term of 20 years with the option for Wheaton International to extend the Fenix Stream for successive 10-year terms at no additional cost. The term sheet also contemplates the participation by Wheaton International in an equity financing completed by the Corporation in an amount up to US$5 million with the proceeds to be used for the advancement of the Fenix Gold Project. See " Recent Developments - Concurrent Private Placement ".

Under the proposed terms of the Fenix Stream, Wheaton International will purchase 6.0% of the payable gold production until 90,000 ounces of gold have been delivered, after which the stream drops to 4.0% of the payable gold production. Once 140,000 ounces of payable gold have been delivered, the gold stream percentage will drop to 3.5% of the payable gold production from the Fenix Gold Project. For all ounces delivered under the Fenix Stream, Wheaton International will make ongoing payments equal to 18% of the spot gold price (the " Production Payment ") with the difference between the applicable market price and the Production Payment being credited to the Upfront Payment until the uncredited portion of the Upfront Payment is reduced to zero, after which the Production Payment will be increased to 22% of the spot gold price. There are no minimum gold deliveries under the Fenix Stream.

If completion of the Fenix Gold Project is not achieved within 24 months of the advance of the First Deposit, Wheaton International will be entitled to 435 ounces of gold per month until completion is achieved (" Delay Ounces "), for which Wheaton International will pay the Production Payment. The Corporation may defer delivery of Delay Ounces until the earlier of (i) completion of the Fenix Gold Project; (ii) 48 months following the advance of the First Deposit; (iii) the occurrence of an insolvency event or event of default under any credit facility or project financing; and (iv) termination of the stream.

The entering into of the Fenix Stream is subject to, among other matters, the negotiation and completion of definitive documentation. See "Risk Factors - The Corporation may be unable to obtain additional financing on acceptable terms or at all ".

Project Debt Financing

On July 20, 2021, the Corporation engaged BNP Paribas (" BNPP ") to act as the sole and exclusive bookrunner, sole and exclusive lead arranger, and sole and exclusive administrative agent for a senior secured credit facility in the amount of US$50US$60 million (the " Facility "). The borrower under the Facility will be Fenix Gold Limitada (the " Borrower "), a whollyowned subsidiary of the Corporation, and the Corporation will provide a guarantee. The Facility will be secured by, among other things, all of the tangible assets of the Fenix Gold Project and the shares of the Borrower.

It is expected that there will be multiple advances under the Facility in US dollars, the proceeds of each of which will be used to support the funding and development of the Fenix Gold Project and for potential cost overruns. The Facility is expected to have a 6.0 year term with a principal grace period in line with construction and ramp-up period and a tailored amortization profile designed to match projected cash flows from the Fenix Gold Project following completion.

BNPP has presented an indicative proposal for the Facility and indicated that based on the information they have received and reviewed, including the Technical Report and most recent financial model, their dialogue with the Corporation, current market conditions and their experience in syndications of similar nature, they believe that the Facility can be arranged with the terms outlined in their indicative proposal.

Closing of the Facility is subject to a number of customary conditions including the completion of satisfactory due diligence by BNPP, the negotiation and completion of definitive documentation, which will include customary financial, positive and negative covenants and events of default, and the satisfaction of other conditions precedent customary in transactions of this nature. See "Risk Factors - The Corporation may be unable to obtain additional financing on acceptable terms or at all ".

Concurrent Private Placement

As contemplated by the non-binding term sheet entered into on July 20, 2021 with Wheaton International, Wheaton Precious Metals Corp. an affiliate of Wheaton International has agreed to purchase on a non-brokered private placement basis Common Shares from treasury for proceeds of the Canadian dollar equivalent to US$5 million (~$6.4 million) at the same price per Common Share issued pursuant to the Offering (the " Private Placement "), provided the gross proceeds of the Offering and Private Placement exceed US$20 million. The proceeds from the Private Placement will be used to further fund development of the Fenix Gold Project and associated mine and camp infrastructure (which, for greater certainty includes development of related infrastructure by Lince). The Private Placement is scheduled to close on or about August 6, 2021 and is subject to customary closing conditions including, but not limited to, the receipt of all necessary regulatory and other approvals including the approval of the TSX-V. The completion of the Private Placement is also subject to the concurrent completion of the Offering and the completion of the Offering is subject to the concurrent completion of the Private Placement. See " Risk Factors - Completion of the Offering and the Private Placement are Subject to Conditions ".

CONSOLIDATED CAPITALIZATION

There have been no material changes to the capitalization of the Corporation since March 31, 2021. The following table sets forth the consolidated capitalization of the Corporation as at March 31, 2021 and after giving to the Offering. This table is presented and should be read in conjunction with the Interim Financial Statements and the Interim MD&A.

Description	As at March 31, 2021 (unaudited)	As at March 31, 2021 after giving effect to the Offering (unaudited)(1)(2)	As at March 31, 2021 after giving effect to the Offering and the full exercise of the Over- Allotment Option (unaudited)(1)(2)
Common Shares(3)(4)	199,593,604 Common Shares (US$100,331,005)(6)	238,093,604 Common Shares (US$118,701,465)(6)(7)	243,868,604 Common Shares (US$121,473,121)(6)(7)
Cash	US$3,535,270	US$21,905,730(7)	US$24,677,386(7)

Notes:

(1) The number of outstanding Common Shares as at the date hereof is 199,868,607. For particulars of the rights, privileges, restrictions and conditions attached to the Common Shares, see " Description of Share Capital ". For particulars of the issuance of Common Shares within the preceding 12 months from the date hereof, see " Prior Sales ".

(2) Based on the issuance of 38,500,000 Common Shares for aggregate gross proceeds of $25,025,000 less the Underwriters' Fee of $1,153,037 and estimated expenses of the Offering of $485,000 for net proceeds to Rio2 of approximately $23,386,963. If the Over-Allotment Option is exercised in full, the aggregate gross proceeds, Underwriters' Fee, estimated expenses of the Offering and net proceeds will be approximately $28,778,750, $1,378,262, $485,000 and $26,915,488, respectively. The foregoing assumes $10,432,500 of Offered Shares are sold to Specified Institutional Purchasers and $2,796,263 of Offered Shares are sold to purchasers on the President's List.
(3) As at March 31, 2021, 14,493,501 stock options of the Corporation (" Options ") were outstanding under the Corporation's stock option plan. The average weighted exercise price of the outstanding Options as at March 31, 2021 was $0.81.
(4) As at March 31, 2021, 500,000 restricted share units (" RSUs ") were outstanding under the Corporation's share incentive plan.
(5) As at March 31, 2021, 28,274,450 warrants (" Warrants ") were outstanding. The Warrants were issued pursuant to the Corporation's non-brokered private placement offerings of units that were on completed on February 28, 2019, March 13, 2019 and August 13, 2019, respectively.
(6) Does not include the value of the Options, RSUs or Warrants.
(7) Based on the conversion of Canadian dollars into United States dollars at the rate of $1.00 equals US$0.7855.

USE OF PROCEEDS

The net proceeds to the Corporation from the Offering, prior to the exercise of the Over-Allotment Option, are estimated to be $23,386,963 after deducting the Underwriters' Fee of $1,153,037 and the estimated expenses of the Offering of $485,000. If the Over-Allotment Option is exercised in full, the net proceeds from the Offering are estimated to be $26,915,488 after deducting the Underwriters' Fee of $1,378,262 and the estimated expenses of the Offering of $485,000. The foregoing assumes $10,432,500 Offered Shares are sold to Specified Institutional Purchasers and $2,796,263 Offered Shares are sold to purchasers on the President's List. See " Plan of Distribution ".

Not less than US$20,000,000 of net proceeds of the Offering plus the proceeds of the Private Placement (the " Combined Proceeds ") will be used to fund development of the Corporation's Fenix Gold Project and associated mine and camp infrastructure (which, for greater certainty includes development of related infrastructure by Lince). The remaining Combined Proceeds of approximately US$3.4 million is expected to be used for general working capital purposes. Any proceeds from the exercise of the Over-Allotment Option will be added to the Corporation's working capital.

A net proceeds of the Mine Financing Package are expected to be applied to the business objectives and items, and associated costs, as part of the total financing required for the development costs of the Fenix Gold Project as more particularly described below:

Activity	Amount
Plant and associated infrastructure including general and administrate	US$69.2 million
costs and contractor fees
Civil Works including general and administrate costs and contractor	US$16.6 million
fees
Mine Infrastructure Capex	US$14.3 million
Owner Costs and Overhead	US$11.3 million
Total	US$111.30 million

Until applied, the net proceeds of the Offering will be held as cash balances in the Corporation's bank account or invested in certificates of deposit and other instruments issued by banks or obligations of or guaranteed by the Government of Canada or any province thereof or the Government of the United States or any state thereof.

The Corporation intends to spend the funds available as stated in this Prospectus. However, there may be circumstances where, for sound business reasons, a reallocation of funds may be deemed prudent or necessary. See " Risk Factors ". The actual amounts that the Corporation spends in connection with each of the intended use of proceeds may vary significantly from the amounts specified above and will depend on a number of factors, including those referred to under " Risk Factors ".

The Corporation generated negative cash flow in its most recently completed financial year and its most recently completed fiscal quarter. The Corporation cannot guarantee that it will attain or maintain positive cash flow status in the future. To the extent that the Corporation has negative cash flow in any future period, certain of the proceeds from the Offering may be used to fund such negative cash flow from operating activities in these periods. See " Risk Factors ".

BUSINESS OBJECTIVES AND MILESTONES

The Corporation’s focus is on advancing the Fenix Gold Project to production.

A minimum of US$20 million of the net funds from the Offering and the Private Placement towards development of the Fenix Gold Project and associated mine and camp infrastructure (which, for greater certainty includes development of related infrastructure by Lince).

The remaining balance is expected to be used for general working capital purposes. Any proceeds from the exercise of the Over-Allotment Option will be added to the Corporation’s working capital (general and administrative, and operating expenses, including salaries).

See “Use of Proceeds”.

It should be noted that the Corporation will need to successfully complete certain key milestones as noted in the table below prior to being able to achieve its main business objective of advancing the Fenix Gold Project to production.

Stage #1: Pre-Construction Activities Today through Q4 2021 •Order long lead items •Mobilization of contractors •Commence construction of camp at infrastructure site •Early communications / emergency response infrastructure Stage #2: Pre-Construction & Fabrication 2021 through Q1 2022 •Fabrication at infrastructure site -Plant fabrication & staging of materials -Begin early earthworks at mine site •Preparation of electrical control facilities & concrete foundations •Mine site access roads Stage #3: Plant Assembly & Site Construction Q1 2022 through Q4 2022 •Receipt of EIA Approval •Assembly at mine site: −Assemble plant & workshop at mine site •Waste dump and stockpile foundations •Complete initial pad construction •Mine site power distribution network from gensets •Plant commissioning

PLAN OF DISTRIBUTION

Pursuant to the Underwriting Agreement, the Corporation has agreed to issue and sell an aggregate of 38,500,000 Offered Shares to the Underwriters and the Underwriters have severally agreed to purchase such Offered Shares on the Closing Date, subject to the terms and conditions stated of the Underwriting Agreement and the approval of certain legal matters on behalf of the Corporation by DLA Piper (Canada) LLP and on behalf of the Underwriters by Borden Ladner Gervais LLP, at a price of $0.65 per Offered Share, payable in cash, for gross proceeds to the Corporation of, $25,025,000 against the delivery of the Offered Shares. The Offering Price and the other terms of the Offering were determined by arm's length negotiation between Scotia, on behalf of the Underwriters, and the Corporation with reference to the prevailing market price of the Common Shares on the TSX-V.

The Corporation has granted to the Underwriters the Over-Allotment Option exercisable at the sole discretion of the Underwriters, in whole or in part, at any time and from time to time, until and including 30 days after the closing of the Offering to purchase, on the same terms as the Offering, up to an additional 5,775,000 Common Shares for aggregate proceeds of up to $28,778,750 to cover over allotments, if any, and for market stabilization purposes. This Prospectus qualifies the grant of the Over-Allotment Option and the distribution of the Over-Allotment Shares.

The obligations of the Underwriters under the Underwriting Agreement are several and not joint, are subject to certain closing conditions and may be terminated at their discretion on the basis of "material adverse change out", "disaster out", "regulatory

proceedings out", "restrictions on distribution out", "breach out" provisions in the Underwriting Agreement and may also be terminated upon the occurrence of certain other stated events and if a final receipt for the (final) short form prospectus for the Offering has not been issued on or before July 28, 2021. The closing of the Offering is also conditional on the concurrent closing of the Private Placement. If one or more of the Underwriters fails to purchase the Offered Shares which it has agreed to purchase, the other Underwriters may, but are not obligated to, purchase the Offered Shares. Each Underwriter is, however, obligated to take up and pay for all of the Offered Shares it has agreed to purchase if it purchases any Offered Shares under the Underwriting Agreement. The Underwriting Agreement also provides that the Corporation will indemnify the Underwriters and their respective directors, officers, employees and agents against certain liabilities and expenses or will contribute to payments that the Underwriters may be required to make. The Corporation will be responsible for all expenses related to the Offering, whether or not it is completed, including the reasonable fees and disbursements of legal counsel to the Underwriters and the Underwriters' reasonable out-of-pocket expenses. Such fees and expenses will be deducted from the gross proceeds otherwise payable to the Corporation on the Closing Date.

In consideration for their services in connection with the Offering, the Corporation has agreed to pay the Underwriters the Underwriters' Fee, equal to 6.0% of the aggregate gross proceeds of the Offering (subject to a reduced 4.0% cash commission for up to $10,432,500 Offered Shares sold to Specified Institutional Purchasers and subject to a reduced 1.0% cash commission for up to $2,796,263 Offered Shares sold to certain other purchasers on the President's List), including pursuant to any exercise of the Over-Allotment Option.

The Corporation has applied to list the Offered Shares (including the Over-Allotment Shares issuable upon the exercise of the Over-Allotment Option) offered under this Prospectus on the TSX-V. The listing of the Offered Shares will be subject to the Corporation fulfilling all of the listing requirements of the TSX-V. It is a condition to completion of the Offering that the Offered Shares issuable pursuant to this Offering (including on exercise of the Over-Allotment Option) be approved for listing on the TSX-V.

Pursuant to the Underwriting Agreement and other than pursuant to the Concurrent Private Placement and the issuance of any securities pursuant to outstanding convertible securities of the Corporation or any equity or other incentive compensation arrangement or dividend reinvestment plan of the Corporation, the Corporation agrees not to, directly or indirectly, issue any Common Shares or any other securities of the Corporation or securities or other financial instruments convertible into, exchangeable or having the right to acquire Common Shares or other securities of the Corporation or enter into any agreement or arrangement under which the Corporation will acquire or transfer to another person, in whole or in part, any of the economic consequences of ownership of Common Shares or other securities of the Corporation, whether that agreement or arrangement may be settled by the delivery of Common Shares or other securities or cash, or agree to become bound to do so, or disclose to the public any intention to do so, for a period commencing on the date of the Underwriting Agreement and ending 90 days following the Closing Date, without the prior written consent of Scotia, on behalf of the Underwriters, which consent will not be unreasonably withheld or delayed.

As a condition to closing of the Offering, the Corporation will cause its officers and directors to enter into agreements on terms and conditions satisfactory to Scotia, on behalf of the Underwriters, in which they will covenant and agree that they will not, for a period commencing on the date of the Underwriting Agreement and ending 90 days following the Closing Date, directly or indirectly, sell, or agree to sell or announce any intention to do so, any Common Shares or any other securities of the Corporation or securities or other financial instruments convertible into, exchangeable or having the right to acquire Common Shares or other securities of the Corporation held by them, directly or indirectly, unless they first obtain the written consent of Scotia, on behalf of the Underwriters, and the written consent of the board of directors of the Corporation, which consents will not be unreasonably withheld or delayed.

Except as may be otherwise agreed by the Corporation and the Underwriters, it is anticipated that Offered Shares will be delivered under the book-based system operated by CDS on the closing of the Offering. A subscriber who purchases Offered Shares will receive a customer confirmation from the registered dealer from or through whom Offered Shares are purchased and who is a CDS depository service participant. CDS will record the CDS participants who hold Offered Shares on behalf of owners who have purchased Offered Shares in accordance with the book-based system. Other than Offered Shares sold in the United States, which may be represented by individual certificates (if requested by the subscriber), certificates evidencing the Offered Shares will not be issued.

other registered dealers as may be designated by the Underwriters. Subject to applicable law, the Underwriters may offer, through their duly registered broker dealers in each applicable jurisdiction, the Offered Shares in the United States or to, or for the account or benefit of, United Sates persons and such other jurisdictions outside of Canada and the United States as agreed between the Corporation and the Underwriters, in each case in accordance with applicable laws provided that no prospectus, registration statement or similar document is required to be filed in any such jurisdiction.

The Offered Shares have not been and will not be registered under the U.S. Securities Act or the securities laws of any state of the United States and, accordingly, may not be offered, sold or delivered, directly or indirectly, in the United States, absent registration under, or an applicable exemption from the registration requirements of the U.S. Securities Act and any applicable state securities laws. The Underwriters may re-offer and resell the Offered Shares that they have acquired pursuant to the Underwriting Agreement, through their United States registered broker-dealer affiliates, to "qualified institutional buyers", as such term is defined in Rule 144A under the U.S. Securities Act, in compliance with Rule 144A under the U.S. Securities Act and applicable U.S. state securities laws. In addition, the Underwriters may offer and sell the Offered Shares outside the United States only in accordance with Regulation S under the U.S. Securities Act.

This Prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities in the United States nor will there be any offer, solicitation of an offer to buy or sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. In addition, until 40 days after the commencement of the Offering, an offer or sale of Offered Shares within the United States by any dealer (whether or not participating in the Offering) may violate the registration provisions of the U.S. Securities Act unless such offer is made pursuant to an exemption from registration under the U.S. Securities Act.

In accordance with rules and policy statements of certain Canadian securities regulators, the Underwriters may not, at any time during the period of distribution, bid for or purchase Common Shares. The foregoing restriction is, however, subject to exceptions where the bid or purchase is not made for the purpose of creating actual or apparent active trading in, or raising the price of, the Common Shares. These exceptions include a bid or purchase permitted under the by-laws and rules of applicable regulatory authorities and the TSX-V, including the Universal Market Integrity Rules for Canadian Marketplaces, relating to market stabilization and passive market making activities and a bid or purchase made for and on behalf of a customer where the order was not solicited during the period of distribution. The Underwriters may, in connection with the Offering, over-allot or effect transactions that are intended to stabilize or maintain the market price of the Common Shares at levels other than those which otherwise might prevail in the open market. As a result of these activities, the price of the Common Shares may be higher than the price that otherwise might exist in the open market. If these activities are commenced, they may be discontinued by the Underwriters at any time. The Underwriters may carry out these transactions on the TSX-V, in the over-the-counter market or otherwise.

No action has been taken in any jurisdiction by the Corporation or the Underwriters that would permit a public offering of the Offered Shares, other than in Canada. No offer or sale of the Offered Shares may be made in any jurisdiction except in compliance with the applicable laws thereof. Persons receiving the Prospectus are responsible for informing themselves about and observing any restrictions as to the Offering and the distribution of the Prospectus.

ELIGIBILITY FOR INVESTMENT

In the opinion of DLA Piper (Canada) LLP, counsel to the Corporation, and Borden Ladner Gervais LLP, counsel to the Underwriters, based on the current provisions of the Income Tax Act (Canada) (the " Tax Act ") and the regulations thereunder (the " Regulations "), the Offered Shares, if issued on the date hereof, would be "qualified investments" under the Tax Act and the Regulations for trusts governed by a "registered retirement savings plan", "registered retirement income fund", "tax-free savings account", "registered education savings plan", "registered disability savings plan" (collectively referred to as " Registered Plans ") and a "deferred profit sharing plan", provided that the Offered Shares are listed on a designated stock exchange for the purposes of the Tax Act (which currently includes the TSX-V).

Notwithstanding that an Offered Share may be a qualified investment for a Registered Plan, if the Offered Share is a "prohibited investment" within the meaning of the Tax Act for the Registered Plan, the holder, annuitant or subscriber of the Registered Plan, as the case may be, will be subject to penalty taxes as set out in the Tax Act. The Offered Shares will not generally be a "prohibited investment" for a Registered Plan if the holder, annuitant or subscriber, as the case may be, (i) deals at arm's length with the Corporation for the purposes of the Tax Act and (ii) does not have a "significant interest" (as defined in the Tax Act) in the Corporation. In addition, the Offered Shares will not be a "prohibited investment" if the Offered Shares are "excluded property" within the meaning of the Tax Act for the Registered Plan.

Holders, annuitants and subscribers of Registered Plans should consult their own tax advisors with respect to whether Offered Shares would be a prohibited investment having regard to their particular circumstances.

DESCRIPTION OF SHARE CAPITAL

Authorized Shares

The Corporation is authorized to issue an unlimited number of Common Shares, of which, as at the date hereof, 199,868,607 Common Shares are issued and outstanding as fully paid and non-assessable.

Common Shares

The holders of Common Shares are entitled to receive notice of and to attend any meeting of the shareholders of the Corporation and are entitled to one vote for each Common Share held (except at meetings at which only the holders of another class of shares are entitled to vote). The holders of Common Shares are entitled to receive dividends, on a pro rata basis, if, as and when declared by the board of directors of the Corporation and to participate rateably in the net assets of the Corporation in the event of any dissolution, liquidation or winding-up of the Corporation, whether voluntary or involuntary, or other distribution of assets of the Corporation among shareholders for the purposes of winding up its affairs.

Dividends

Rio2 has not paid any dividends on its Common Shares since its incorporation. The Corporation's current dividend or distribution policy is to retain any earnings and other cash resources for the operation and development of the Corporation's business. Any decision to pay dividends on Common Shares in the future will be made by the board of directors of the Corporation on the basis of the earnings, financial requirements and other conditions existing at such time.

PRIOR SALES

The following table summarizes the issuances of Common Shares or securities convertible into Common Shares for the 12 month period prior to the date hereof.

Description of Security	Date Issued	Number of Securities Issued	Issuance/Exercise Price Per Security ($)	Reason for Issuance
Common Shares	April 23,2020	324,474	N/A	RSU Settlement
Common Shares	May13,2020	51,700	$0.50	Warrant Exercise
Common Shares	May20,2020	231,035	$0.30	Option Exercise
Common Shares	May21,2020	75,000	$0.50	Warrant Exercise
Common Shares	June 25,2020	264,040	$0.30	Option Exercise
Incentive Stock Options	June 26,2020	3,850,000	$0.65	Option Grant
Common Shares	July6,2020	20,000	$0.65	Warrant Exercise
Common Shares	July8,2020	76,350	$0.50	Warrant Exercise
Common Shares	July16,2020	1,500,000	$0.65	Warrant Exercise
Common Shares	July20,2020	1,086,956	$0.65	Warrant Exercise
Common Shares	July22,2020	100,000	$0.76	Option Exercise
Common Shares	July24,2020	202,500	$0.65	Warrant Exercise

Description of Security	Date Issued	Number of Securities Issued	Issuance/Exercise Price Per Security ($)	Reason for Issuance
Common Shares	July24,2020	363,055	$0.76	Option Exercise
Common Shares	July27,2020	673,913	$0.65	Warrant Exercise
Common Shares	July27,2020	50,000	$0.50	Warrant Exercise
Common Shares	July29,2020	5,020	$0.65	Warrant Exercise
Common Shares	July30,2020	74,000	$0.65	Warrant Exercise
Common Shares	August 4,2020	2,500,000	$0.50	Warrant Exercise
Common Shares	August 6,2020	175,000	$0.50	Warrant Exercise
Common Shares	August 18,2020	7,150.00	$0.65	Warrant Exercise
Common Shares	August 19,2020	112,500	$0.65	Warrant Exercise
Common Shares	August 31,2020	6,330	$0.65	Warrant Exercise
Common Shares	September 1,2020	47,500	$0.50	Warrant Exercise
Common Shares	September 11,2020	650,000	$0.65	Warrant Exercise
Common Shares	September 11,2020	100,000	$0.65	RSU Settlement
Common Shares	September 15,2020	21,500	$0.65	Warrant Exercise
Common Shares	September 21,2020	21,000	$0.65	Warrant Exercise
Common Shares	November 6,2020	313,547	$0.30	Option Exercise
Common Shares	November 19,2020	110,000	$0.65	Warrant Exercise
Common Shares	December 1,2020	112,500	$0.65	Warrant Exercise
RSUs	December 31,2020	400,000	N/A	Grant of RSUs
Common Shares	January15,2021	2,500,000	$0.65	Warrant Exercise
Common Shares	January18,2021	120,000	$0.65	Warrant Exercise
Common Shares	January21,2021	93,500	$0.65	Warrant Exercise
Common Shares	February2,2021	64,500	$0.65	Warrant Exercise
Common Shares	February4,2021	168,043	$0.65	Warrant Exercise
Common Shares	February10,2021	434,783	$0.65	Warrant Exercise
Common Shares	February11,2021	850,000	$0.65	Warrant Exercise
Common Shares	February16,2021	2,689,130	$0.65	Warrant Exercise
Common Shares	February17,2021	515,000	$0.65	Warrant Exercise
Common Shares	February25,2021	454,800	$0.65	Warrant Exercise
Common Shares	February26,2021	137,500	$0.65	Warrant Exercise
Common Shares	March 2,2021	4,000	$0.65	Warrant Exercise
Common Shares	March 9,2021	70,000	$0.65	Warrant Exercise
Common Shares	March 10,2021	75,000	$0.65	Warrant Exercise
Common Shares	March 11,2021	325,000	$0.65	Warrant Exercise
Common Shares	March 15,2021	356,000	$0.65	Warrant Exercise
Common Shares	March 17,2021	30,000	$0.65	Warrant Exercise
Common Shares	June 16,2021	35,000	$0.50	Warrant Exercise
Common Shares	June 18,2021	146,000	$0.50	Warrant Exercise
Common Shares	June 18,2021	94,000	$0.50	Warrant Exercise

TRADING PRICE AND VOLUME

Common Shares

The Common Shares are listed and posted for trading on the TSX-V under the symbol "RIO". The following table sets out the price range (monthly high and low closing prices) of the Common Shares and consolidated volumes traded on the TSX-V for the periods indicated (as reported by the TSX-V). On July 20, 2021, the last trading day prior to the filing of this Prospectus, the closing price of the Common Shares on the TSX-V was $0.74 per Common Share.

Period	High ($)	Low ($)	Volume
2020
January	$0.47	$0.38	5,320,043
February	$0.44	$0.30	4,482,107
March	$0.39	$0.14	5,110,701
April	$0.58	$0.22	8,516,437
May	$0.64	$0.46	7,090,176
June	$0.84	$0.52	6,585,090
July	$0.95	$0.71	10,461,498
August	$1.03	$0.79	7,766,672
September	$0.99	$0.77	6,990,344
October	$0.88	$0.77	2,370,432
November	$0.93	$0.79	1,980,229
December	$0.99	$0.82	2,468,926
2021
January	$1.03	$0.77	2,972,982
February	$0.90	$0.70	3,231,016
March	$0.85	$0.70	2,683,991
April	$0.85	$0.72	2,237,247
May	$0.87	$0.72	1,940,259
June	$0.87	$0.74	1,955,666
July 1 to July 20	$0.79	$0.68	1,038,104

RISK FACTORS

An investment in the Offered Shares or the Over-Allotment Shares should be considered highly speculative and involves significant risks due to the nature of the Corporation's business, its limited operating history and the status of its properties.

Readers should carefully consider all of the information set out in this Prospectus and in documents incorporated by reference and the risks attaching to an investment in the Corporation including in particular, but not limited to, the information set out in " Special Note Regarding Forward-Looking Statements " above, the factors set out below and in the AIF before making an investment decision. Readers are cautioned that this summary of risks may not be exhaustive, as there may be risks that are unknown and other risks that may pose unexpected consequences. Further, many of the risks are beyond the Corporation's control and, in spite of the Corporation's active management of its risk exposure, there is no guarantee that these risk management activities will successfully mitigate such exposure.

All statements regarding the Corporation's business should be viewed in light of these risk factors. Investors should consider carefully whether investment in the Offered Shares and Over-Allotment Shares is suitable for them in light of the information in this Prospectus and in the documents incorporated by reference and their personal circumstances. If any of the identified risks were to materialize, the Corporation's business, financial position, results and/or future operations may be materially affected, with the result that the trading price of the Common Shares could decline and investors could lose all or part of their investment. Additional risks and uncertainties not presently known to the Corporation, or which the Corporation currently deems not to be material, may also have an adverse effect upon the Corporation, the Offered Shares and the Over-Allotment Shares.

Return on Investment is Not Guaranteed

There can be no assurance regarding the amount of income to be generated by the Corporation and there can be no guarantee that an investment in the Corporation will earn any positive return in the short term or long term. The Offered Shares are equity securities of the Corporation and are not fixed income securities. Unlike fixed income securities, there is no obligation of the Corporation to distribute to shareholders a fixed amount or any amount at all, or to return the initial purchase price of the Offered Shares on any date in the future. The market value of the Offered Shares may deteriorate if the Corporation is unable to generate sufficient positive returns, and that deterioration may be significant. An investment in the Offered Shares is appropriate only for investors who have the capacity to absorb a loss of some or all of their investment.

Completion of the Offering and the Private Placement are Subject to Conditions

The completion of the Offering and the Private Placement remain subject to satisfaction of a number of conditions, including final approval by the TSX-V. There can be no certainty that the Offering or the Private Placement will be completed. If the Offering and the Private Placement are not completed, the Corporation may not be able to raise the funds required for the purposes contemplated under " Use of Proceeds " from other sources on commercially reasonable terms or at all.

The Corporation has discretion in its use of the proceeds from the Offering.

The Corporation intends to use the net proceeds of the Offering as set forth under " Use of Proceeds ". Management of the Corporation maintains broad discretion to spend the proceeds in ways that it deems most efficient and may use the net proceeds other than as described and in ways that an investor may not consider desirable. As a result, an investor will be relying on the judgment of management for the application of the net proceeds of the Offering. The application of the proceeds to various items may not necessarily enhance the value of the Common Shares. The failure to apply the net proceeds as set forth under " Use of Proceeds " could adversely affect the Corporation's business and, consequently, could adversely affect the price of the Common Shares on the open market.

Nature of Mining, Mineral Exploration and Development Projects

Mining operations generally involve a high degree of risk. The Corporation's operations are subject to the hazards and risks normally encountered in the development and production of minerals, including environmental hazards, explosions, unusual or unexpected geological formations or pressures and periodic interruptions in both production and transportation due to inclement or hazardous weather conditions. Such risks could result in damage to, or destruction of, mineral properties or producing facilities, personal injury, environmental damage, delays in mining, monetary losses and possible legal liability.

Development projects have no operating history upon which to base estimates of future cash operating costs. For development projects, resource estimates and estimates of cash operating costs are, to a large extent, based upon the interpretation of geologic data obtained from drill holes and other sampling techniques, and feasibility studies, which derive estimates of cash operating costs based upon anticipated tonnage and grades of ore to be mined and processed, ground conditions, the configuration of the ore body, expected recovery rates of minerals from the ore, estimated operating costs, anticipated climatic conditions and other factors. As a result, actual production, cash operating costs and economic returns could differ significantly from those estimated. It is not unusual for new mining operations to experience problems during the start-up phase, and delays in the commencement of production often can occur.

Uncertainty of Exploration and Development Projects

The future development of the Fenix Gold Project or any of the Corporation's future projects will require the construction and operation of a mine, processing plants and related infrastructure. As a result, the Corporation is subject to all of the risks associated with establishing mining operations, including:

the timing and cost, which will be considerable, of the construction of mining and processing facilities;
the availability and costs of skilled labour, power, water, transportation and mining equipment;
costs of operating a mine in a specific environment;
the need to obtain necessary environmental and other governmental approvals and permits, and the timing of those approvals and permits, including the EIA Approval.

adequate access to the site; and
unforeseen events

It is not unusual in a new mining operation to experience unexpected problems and delays during the construction and development of the mine. In addition, delays in the commencement or expansion of mineral production often occur and, once commenced or expanded, the production of a mine may not meet expectations or estimates set forth in the pre-feasibility study. Accordingly, there are no assurances that the Corporation will successfully develop mining activities in its Fenix Gold Project.

Enforcement of Judgments Against Foreign Persons may not be Possible

Canadian investors should be aware that certain directors and officers and experts disclosed in this Prospectus reside outside of Canada; as a result, it may not be possible for purchasers of the Offered Shares to effect service of process within Canada upon such individuals. All or a substantial portion of the assets of such individuals are likely to be located outside of Canada and, as a result, it may not be possible to satisfy a judgment against any of them in Canada or to enforce a judgment obtained in Canadian courts against any of them outside of Canada.

The Corporation may be unable to obtain additional financing on acceptable terms or at all .

The Corporation's ability to continue as a going concern is dependent upon the Corporation's ability to secure financing. The failure to raise or procure such additional funds may result in the delay or postponement of the Corporation's business objectives. There can be no assurance that additional capital or other types of financing will be available if needed or that, if available, will be on terms acceptable to the Corporation. If additional funds are raised by offering equity securities, existing shareholders could suffer significant dilution.

The Fenix Stream and the Facility are expected to provide a significant portion of this additional financing. See " Recent Developments ". The status of the negotiations in respect of the Fenix Stream is presently at the non-binding term sheet stage. There is no certainty that a binding agreement providing for the Fenix Stream will be entered into on the terms set out in this non-binding term sheet or at all. Although BNPP has been engaged as the sole and exclusive bookrunner, sole and exclusive lead arranger, and sole and exclusive administrative agent in respect of the Facility, there are no binding agreements or commitments in respect of the Facility and there is no certainty that same will be obtained on the terms and conditions set out in this Prospectus or at all.

If the Corporation is unable to raise sufficient capital to fund all of its intended exploration and development activities, it may not be able to continue as a going concern and the Corporation may not complete the development of the Fenix Gold Property. This could, in turn have a material adverse effect on the Corporation's business, financial condition, results of operations, cash flows or prospects.

History of Negative Cash Flow

The Corporation had negative operating cash flow for the financial year ended December 31, 2020 and for the financial period ended March 31, 2021. The Corporation cannot guarantee that it will attain or maintain positive cash flow status into the future. To the extent that the Corporation has negative cash flow in any future period, certain of the proceeds from the Offering may be used to fund such negative cash flow from operating activities in these periods. See " Use of Proceeds ".

Forward-Looking Statements may prove to be inaccurate.

Investors are cautioned not to place undue reliance on forward-looking statements. By its nature, forward-looking statements involve numerous assumptions, known and unknown risks and uncertainties, of both a general and specific nature, that could cause actual results to differ materially from those suggested by the forward-looking statements or contribute to the possibility that predictions, forecasts or projections will prove to be materially inaccurate. Additional information on the risks, assumptions " and uncertainties are found in this Prospectus under the heading " Special Note Regarding Forward-Looking Statements .

The market price of the Common Shares may be volatile and is subject to wide fluctuations.

The market price of the Common Shares may be volatile and subject to wide fluctuations in response to numerous factors, many of which are beyond the Corporation's control. This volatility may affect the ability of holders of Common Shares to sell their securities at an advantageous price. Market price fluctuations in the Common Shares may be due to the Corporation's operating results failing to meet expectations of securities analysts or investors in any period, downward revision in securities analysts' estimates, adverse changes in general market conditions or economic trends, acquisitions, dispositions or other material public announcements by government and regulatory authorities, the Corporation or its competitors, along with a variety of additional factors. These broad market fluctuations may adversely affect the market price of the Common Shares. Financial markets have at times historically experienced significant price and volume fluctuations that have particularly affected the market prices of equity securities of companies and that have often been unrelated to the operating performance, underlying asset values or prospects of such companies. Accordingly, the market price of the Common Shares may decline even if the Corporation's operating results, underlying asset values or prospects have not changed. There can be no assurance that continuing fluctuations in price and volume will not occur. If such increased levels of volatility and market turmoil continue, the Corporation's operations could be adversely impacted and the trading price of the Common Shares may be materially and adversely affected.

Future sales or issuances of securities.

The Corporation may sell additional Common Shares or other securities in subsequent offerings. The Corporation may also issue additional securities to finance future activities. The Corporation cannot predict the size of future issuances of securities or the effect, if any, that future issuances and sales of securities will have on the market price of the Common Shares. Sales or issuances of a substantial number of Common Shares, or the perception that such sales could occur, may adversely affect the prevailing market price of the Common Shares. With any additional sale or issuance of Common Shares, investors will suffer dilution to their voting power and the Corporation may experience dilution in its earnings per Common Share.

Management of Growth.

The Corporation may be subject to growth-related risks including capacity constraints and pressure on its internal systems and controls. The ability of the Corporation to manage growth effectively will require continued implementation and improvement of its operational and financial systems and to expand, train and manage its employee base. The inability of the Corporation to deal with growth may have a material adverse effect on its business, financial condition, results of operations and prospects.

Government Regulation and Permitting

The current or future operations of the Corporation, including development activities, require permits from various federal, provincial or territorial and local governmental authorities, including, without limitation, the EIA Approval and such operations are and will be governed by laws and regulations governing prospecting, development, mining, production, exports, taxes, labour standards, occupational health, waste disposal, toxic substances, land use, water use, environmental protection, land claims of local people, mine safety and other matters. Such exploration activities are also subject to substantial regulation under applicable laws by governmental agencies that will require the Corporation to obtain permits, licenses and approvals from various governmental agencies, including, without limitation, the EIA Approval and, in due course, the Easement Rights. There can be no assurance, however, that all permits, licenses and approvals, including, without limitation, the EIA Approval, that the Corporation may require for its operations and exploration activities will be obtainable on reasonable terms or on a timely basis or that such laws and regulations will not have an adverse effect on any mining project which the Corporation might undertake.

Failure to comply with applicable laws, regulations, and permitting requirements, including, without limitation, obtaining the EIA Approval, may result in enforcement actions thereunder, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment or remedial actions, which may have a material adverse effect on the Corporation's business, financial condition and operations.

Amendments to current laws, regulations and permits governing operations and activities of mining companies, or more stringent implementation thereof, could have a material adverse impact on the Corporation and cause increases in exploration

expenses, capital expenditures or production costs or reduction in levels of production at producing properties or require abandonment or delays in development of new mining properties.

To the best of the Corporation's knowledge, it is operating in compliance with all applicable rules and regulations.

COVID-19 Public Health Crisis

The Corporation's business, operations and financial condition could be materially and adversely affected by the outbreak of epidemics or pandemics or other health crises, including the recent outbreak of COVID19. On January 30, 2020, the World Health Organization declared the outbreak a global health emergency, on March 12, 2020, the World Health Organization declared the outbreak a pandemic. In Chile, the first case of COVID-19 was confirmed on March 3, 2020, almost two months after the novel coronavirus SARS-CoV2 was officially declared by China CDC as the causal agent of the outbreak initiated on Wuhan on November 17, 2019. The outbreak has caused companies and various international jurisdictions to impose travel, gathering and other public health restrictions. While these effects are expected to be temporary, the duration of the various disruptions to businesses locally and internationally and the related financial impact cannot be reasonably estimated at this time. On March 18, 2020, Rio2 reported that all of its personnel were working from home and continuing to manage the affairs of its business via the Corporation's virtual business platform.

The Corporation continues to monitor events closely and follows guidance from local, provincial and governmental health authorities, in Canada, Peru and Chile, to ensure that our business practices are aligned with the latest recommendations. The Corporation is actively assessing and responding where possible to the potential impact of the COVID19 pandemic.

AUDITOR, TRANSFER AGENT AND REGISTRAR

The independent auditor of the Corporation is Grant Thornton LLP, Suite 1600, Grant Thornton Place, 333 Seymour Street, Vancouver, British Columbia V6B 0A4. Grant Thornton LLP is independent with respect to the Corporation within the meaning of the Rules of Professional Conduct of the Chartered Professional Accountants of British Columbia.

The transfer agent and registrar for the Common Shares is Computershare Trust Company of Canada at its principal office in Vancouver, British Columbia.

INTEREST OF EXPERTS

Information relating to the Fenix Gold Project in this Prospectus and the documents incorporated by reference has been derived from the Technical Report, which was filed on SEDAR on October 17, 2019. The following Qualified Persons (within the meaning of NI 43-101) participated in the preparation of the Technical Report: Raul Espinoza, Anthony Maycock, Mario Rossi, Denys Parra and Andres Beluzan (collectively, the " Experts "), and have been included in reliance on such persons' expertise. None of the Experts have: (i) received a direct or indirect interest in the properties of the Corporation or of any associate or affiliate of the Corporation in connection with the preparation and review of the Technical Report, or (ii) is currently expected to be elected, appointed or employed as a director, officer or employee of the Corporation or of any associates or affiliates of the Corporation. As of the date hereof, the aforementioned Experts, as a group, beneficially own, directly or indirectly, less than 1% of the Corporation's outstanding securities of any class.

All scientific and technical information in this Prospectus has been reviewed and approved by Enrique Garay, SVP Geology, who is a Qualified Person under NI 43-101. As of the date hereof, Mr. Garay holds 607,678 Common Shares.

Certain legal matters relating to the Offering under Canadian law will be passed upon by DLA Piper (Canada) LLP on behalf of the Corporation and by Borden Ladner Gervais LLP on behalf of the Underwriters. As at the date hereof, the partners and associates of each of DLA Piper (Canada) LLP and Borden Ladner Gervais LLP, as respective groups, beneficially own, directly or indirectly, less than 1% of the outstanding Common Shares.

ENFORCEMENT OF JUDGMENTS AGAINST FOREIGN PERSONS

The President, Chief Executive Officer and a director of the Corporation, Mr. Alex Black, the Senior Vice President of Operations, Mr. Andrew Cox, three of the directors of the Corporation, being Mr. Drago Kisic, Mr. Albrecht Schneider, Mr.

David J. Thomas, and the Experts, being Raul Espinoza, Anthony Maycock, Mario Rossi, Denys Parra and Andres Beluzan, all reside outside of Canada. Although each of the aforementioned individuals has appointed DLA Piper (Canada) LLP, at 2800 Park Place, 666 Burrard St, Vancouver, British Columbia, Canada V6C 2Z7, as his agent for service of process in Canada, purchasers are advised it may not be possible for investors to enforce judgments obtained in Canada against each of these individuals.

PURCHASER'S STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION

Securities legislation in certain provinces and territories of Canada provide purchasers with the right to withdraw from an agreement to purchase securities. This right may be exercised within two business days after receipt or deemed receipt of a prospectus and any amendment. In several of the provinces and territories, securities legislation further provides a purchaser with remedies for rescission or, in some jurisdictions, revision of the price or damages if the prospectus and any amendment contains a misrepresentation or is not delivered to the purchaser, provided that the remedies for rescission, revision of the price or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser's province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser's province or territory for the particulars of these rights or consult with a legal advisor.

C-1

CERTIFICATE OF THE CORPORATION

Date: July 21, 2021

This amended and restated short form prospectus, together with the documents incorporated by reference, constitutes full, true and plain disclosure of all material facts relating to the securities offered by this amended and restated short form prospectus as required by the securities legislation of each of the provinces and territories of Canada, excluding the Province of Québec.

RIO2 LIMITED

(signed) "Alex Black" Alex Black President and Chief Executive Officer

(signed) "Kathryn Johnson"

Kathryn Johnson Chief Financial Officer, Executive Vice President and Corporate Secretary

(signed) "Klaus Zeitler" Klaus Zeitler Director

(signed) "Ram Ramchandran" Ram Ramachandran Director

C-2

CERTIFICATE OF UNDERWRITERS

Date: July 21, 2021

To the best of our knowledge, information and belief, this amended and restated short form prospectus, together with the documents incorporated by reference, constitutes full, true and plain disclosure of all material facts relating to the securities offered by this amended and restated short form prospectus as required by the securities legislation of each of the provinces and territories of Canada, excluding the Province of Québec.

SCOTIA CAPITAL INC.

CIBC WORLD MARKETS INC.

RAYMOND JAMES LTD.

(signed) "Geoff Smith" Geoff Smith Managing Director

(signed) "Steven Reid" Steven Reid Managing Director

(signed) "John Willett" John Willett Managing Director Mining Investment Banking

CANTOR FITZGERALD CANADA CORPORATION

SPROTT CAPITAL PARTNERS LP

CORMARK SECURITIES INC.

(signed) "Elan Shevel" Elan Shevel Chief Compliance Officer

(signed) "David Wargo" David Wargo Managing Director Head of Investment Banking

(signed) "Kevin Carter" Kevin Carter Managing Director Investment Banking

AI assistant

Rio2 Limited — Capital/Financing Update 2021

47654_rns_2021-07-21_8951096d-340b-4946-9ecd-5dd64193b531.pdf

New Issue

TABLE OF CONTENTS

ABOUT THIS PROSPECTUS

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

PRESENTATION OF FINANCIAL INFORMATION

CURRENCY AND EXCHANGE RATE INFORMATION

DOCUMENTS INCORPORATED BY REFERENCE

MARKETING MATERIALS

TECHNICAL INFORMATION

DIFFERENCES IN REPORTING OF MINERAL RESOURCE ESTIMATES

RIO2 LIMITED

SUMMARY DESCRIPTION OF THE BUSINESS

RECENT DEVELOPMENTS

Selects Run-Of-Mine Leaching For The Fenix Gold Mine

Mine Financing Package

Gold Stream

Project Debt Financing

Concurrent Private Placement

CONSOLIDATED CAPITALIZATION

Notes:

USE OF PROCEEDS

BUSINESS OBJECTIVES AND MILESTONES

PLAN OF DISTRIBUTION

ELIGIBILITY FOR INVESTMENT

DESCRIPTION OF SHARE CAPITAL

Authorized Shares

Common Shares

Dividends

PRIOR SALES

TRADING PRICE AND VOLUME

Common Shares

RISK FACTORS

Return on Investment is Not Guaranteed

Completion of the Offering and the Private Placement are Subject to Conditions

The Corporation has discretion in its use of the proceeds from the Offering.

Nature of Mining, Mineral Exploration and Development Projects

Uncertainty of Exploration and Development Projects

Enforcement of Judgments Against Foreign Persons may not be Possible

The Corporation may be unable to obtain additional financing on acceptable terms or at all .

History of Negative Cash Flow

Forward-Looking Statements may prove to be inaccurate.

The market price of the Common Shares may be volatile and is subject to wide fluctuations.

Future sales or issuances of securities.

Management of Growth.

Government Regulation and Permitting

COVID-19 Public Health Crisis

AUDITOR, TRANSFER AGENT AND REGISTRAR

INTEREST OF EXPERTS

ENFORCEMENT OF JUDGMENTS AGAINST FOREIGN PERSONS

PURCHASER'S STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION

CERTIFICATE OF THE CORPORATION

Date: July 21, 2021

RIO2 LIMITED

CERTIFICATE OF UNDERWRITERS

Date: July 21, 2021

SCOTIA CAPITAL INC.

CIBC WORLD MARKETS INC.

RAYMOND JAMES LTD.

CANTOR FITZGERALD CANADA CORPORATION

SPROTT CAPITAL PARTNERS LP

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