Rio2 Limited — Proxy Solicitation & Information Statement 2023

Aug 16, 2023

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NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

WHEN: Wednesday, September 27, 2023 at 11:00 a.m. (Eastern Time) WHERE: Online at https://meetnow.global/M4DXCZC

PURPOSE:

1. To receive the audited annual financial statements of the Company for its financial year ended December 31, 2022;

2. To set the number of directors at seven (7); 3. To elect directors for the ensuing year as described in the management information circular dated August 11, 2023 (the "Information Circular");

3. To appoint Grant Thornton LLP as the Company's auditor for the ensuing fiscal year at a remuneration to be fixed by the directors;

4. To consider and, if thought fit, pass an ordinary resolution to approve and adopt the Company’s 2023 Amended Stock Option Plan.

Shareholders will also transact any other business properly brought before the meeting.

NOTICE-AND-ACCESS

The Company is delivering its management proxy circular and proxy materials to both registered and non-registered shareholders using notice-and-access as permitted by NI 54-101 and NI 51-102. The Meeting materials are available under the Company’s profile on SEDAR at https://sedarplus.com and on the Company's website at https://www.rio2.com/investors and will remain on the website for at least one full year from the date that the Meeting materials are posted on SEDAR.

To obtain additional information about notice-and-access provisions, shareholders may contact the Company’s transfer agent, Computershare, at www.computershare.com/noticeandaccess or 1-855-8051250 (toll-free).

You may request a paper copy of the Meeting Materials and Financial Information by calling by calling 1 604 762-4720.

PLEASE REFER TO SECTION “RECEIVING DOCUMENTS” OF THE INFORMATION CIRCULAR FOR MORE INFORMATION.