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Rio2 Limited — Capital/Financing Update 2024
Oct 24, 2024
47654_rns_2024-10-23_1153ac5d-6708-456a-baca-9a719fc5fa6b.pdf
Capital/Financing Update
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DLA Piper (Canada) LLP
Suite 1000, Livingston Place West 250 2nd St SW Calgary AB T2P 0C1
www.dlapiper.com
October 23. 2024
To: Alberta Securities Commission British Columbia Securities Commission Financial and Consumer Affairs Authority of Saskatchewan Manitoba Securities Commission Ontario Securities Commission Financial and Consumer Services Commission of New Brunswick Nova Scotia Securities Commission
Securities Office, Consumer, Corporate and Insurance Services Division, Office of the Attorney General of PEI
Department of Government Services, Consumer & Commercial Affairs Branch of Newfoundland Office of the Superintendent of Securities, Government of the Northwest Territories Office of the Superintendent of Securities, Government of the Yukon Territory Office of the Superintendent of Securities, Government of Nunavut
Dear Sirs/Mesdames:
Re: Rio2 Limited (the “Issuer”) - Prospectus Supplement dated October 23, 2024 (the “Prospectus Supplement”) to the Short Form Base Shelf Prospectus dated October 16, 2024 SEDAR Project No. 06192983
We refer to the Prospectus Supplement relating to the offering of up to 84,615,400 common shares of the Issuer at a price of C$0.65 per share for gross proceeds of up to C$55,000,010, and up to 12,692,310 additional common shares at a price of C$0.65 per share for additional gross proceeds of up to C$8,250,001.50 upon exercise of the over-allotment option granted to the agents.
We consent to the use of our name, DLA Piper (Canada) LLP, on pages (ii) and (iii) of the Prospectus Supplement and under the headings “ Interest of Experts ” and “ Enforcement of Judgements against Foreign Persons or Companies” , and to the use of our legal opinions set out under the headings “ Certain Canadian Federal Income Tax Considerations ” and “ Eligibility for Investment ”, which opinions are provided as of the date of the Prospectus Supplement.
We confirm that we have read the Prospectus Supplement and that we have no reason to believe that there are any misrepresentations in the information contained therein that are: (i) derived from our opinions referred to above, or (ii) within our knowledge as a result of the services we performed in connection with such opinions.
Yours truly,