Rio2 Limited — M&A Activity 2026

Feb 6, 2026

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FORM 51-102F3

Material Change Report

Item 1. Name and Address of Company

Rio2 Limited ("Rio2" or the "Company") 355 Burrard Street, Suite 1260 Vancouver, British Columbia, V6C 2G8

Item 2. Date of Material Change

January 30, 2026

Item 3. News Release

The Company disseminated two news releases dated December 8, 2025, a news release dated December 15, 2025, a news release dated December 17, 2025, and January 30, 2026, through Globe Newswire, and copies were subsequently filed on SEDAR+.

Item 4. Summary of Material Change

The Company completed its previously announced acquisition (the "Acquisition") of a 99.1% interest in the Condestable mine ("Condestable Mine" or "Condestable") located in Peru, on January 30, 2026, from Southern Peaks Mining L.P. ("Southern Peaks").

Item 5. Full Description of Material Change

The Company completed the Acquisition pursuant to the terms and conditions of a definitive share purchase agreement dated December 8, 2025, as amended (the "SPA"), entered into among the Company, Southern Peaks, Rio2 Cobre S.A.C., a wholly-owned subsidiary of the Company, and Mr. Adolfo Vera (together with Southern Peaks, the "Vendors"). Under the terms of the SPA, the Company acquired all of the issued and outstanding shares of certain subsidiaries of Southern Peaks, including Ariana Management Corporation S.A.C., which ultimately holds a 99.1% interest in Condestable.

In connection with the closing of the Acquisition, the parties agreed to amend the SPA as follows: (i) Rio2 agreed to waive the delivery of a Peruvian tax certificate as a condition to closing; (ii) the majority of cash consideration due on closing was funded into escrow and will be released to the Vendors upon the receipt of the Peruvian tax certificate; and (iii) the share consideration will be issued by Rio2 to Southern Peaks following receipt of the Peruvian tax certificate.

Conversion of Subscription Receipts

As part of the financing package to fund the Acquisition, Rio2 closed a bought deal financing of 86,094,750 subscription receipts (the "Subscription Receipts") at an issue price of C\$2.22 per Subscription Receipt on December 15, 2025 for aggregate gross proceeds of C\$191,130,345 (the "Equity Financing"), underwritten by Raymond James Ltd., Stifel Nicolaus Canada Inc. and BMO Capital Markets (collectively, the "Underwriters").

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The escrow release conditions for the conversion of the Subscription Receipts have been fulfilled and each Subscription Receipt was converted into one common share of Rio2 (each, a "Subscription Receipt Share", and collectively, the "Subscription Receipt Shares") concurrently with closing of the Acquisition. The net proceeds of the Equity Financing, together with all interest earned thereon, were released from escrow to Rio2 and were partly used to address the cash consideration for the Acquisition. The remainder of the proceeds will be used for working capital and general corporate purposes. Holders of Subscription Receipts are not required to take any action in order to receive the underlying Subscription Receipt Shares, and the Subscription Receipts were de-listed from trading on the TSX as of the close of business on January 30, 2026.

Vendor Debt

As part of the closing mechanics for the Acquisition, Rio2 delivered (i) a secured promissory note in the amount of US\$55 million, and (ii) a subordinated mezzanine promissory note in the amount of US\$10 million, to Southern Peaks, both with six-year terms.

Item 6. Reliance on subsection 7.1(2) or (3) of National Instrument 51-102

Not applicable

Item 7. Omitted Information

Not applicable

Item 8. Executive Officer

The following senior officer of the Company is knowledgeable about the material change and this Material Change Report and may be contacted:

Kathryn Johnson, Executive Vice President, CFO & Corporate Secretary

Telephone: 604-762-4720

Email: kathyrn.johnson@rio2.com

Item 9. Date of Report

February 6, 2026

Forward Looking Statements

This material change report contains forward-looking statements and forward-looking information (collectively "forward-looking information") within the meaning of applicable securities laws. Without limiting the generality of the foregoing, this material change report contains forward-looking information pertaining to the following: the expected benefits of the Acquisition, the expected use of proceeds from the Equity Financing; the potential increase or resources/reserves and production at Condestable; timing for rationalization of the management team at Condestable; targeted future production rate for Condestable; final approval of the TSX with respect to the Acquisition and Equity Financing; and other matters ancillary or incidental to the foregoing.

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All statements included herein, other than statements of historical fact, may be forward-looking information and such information involves various risks and uncertainties. Forward-looking information is often, but not always, identified by the use of words such as "seek", "anticipate", "plan", "continue", "estimate", "expect", "may", "will", "project", "predict", "potential", "targeting", "intend", "could", "might", "should", "believe" and similar expressions. The forward-looking information is based on certain key expectations and assumptions made by Rio2's management, including but not limited to the realization of expected synergies and benefits from the Acquisition.

Rio2 believes the expectations reflected in these forward-looking statements are reasonable, but no assurance can be given that these expectations will prove to be correct and such forward-looking statements in this material change report should not be unduly relied upon. A description of assumptions used to develop such forward-looking information and a description of risk factors that may cause actual results to differ materially from forward-looking information can be found in Rio2's disclosure documents on the SEDAR+ website at www.sedarplus.ca. These risks and uncertainties include, but are not limited to: risks associated with the integration of Condestable operations; risks relating to the Vendor Debt arrangements and associated security interests; currency fluctuation risks; regulatory and permitting risks in both Chile and Peru; and management's ability to anticipate and manage the factors and risks referred to herein.

Forward-looking statements included in this material change report are made as of the date of this material change report and such information should not be relied upon as representing its views as of any date subsequent to the date of this material change report. Rio2 has attempted to identify important factors that could cause actual results, performance or achievements to vary from those current expectations or estimates expressed or implied by the forward-looking information. However, there may be other factors that cause results, performance or achievements not to be as expected or estimated, and that could cause actual results, performance or achievements to differ materially from current expectations. Rio2 disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable securities legislation.

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