Rio2 closes $191.13-million financing

Executive Summary

• Rio2 Ltd. has closed an upsized bought deal financing, raising C$191.1 million in gross proceeds through the issuance of 86,094,750 subscription receipts at C$2.22 per unit, including the full exercise of the overallotment option.
• The net proceeds are designated to fund the cash consideration for the acquisition of the Condestable mine, with remaining funds allocated to general corporate and working capital purposes.
• The funds are held in escrow pending the completion of the Condestable acquisition, which is expected to close in January 2026; subscription receipts will convert into common shares upon acquisition closing or be refunded with interest if the deal does not proceed by the outside date.

Key Details

• Financing Structure: Upsized bought deal consisting of 86,094,750 subscription receipts.
• Price: C$2.22 per subscription receipt.
• Gross Proceeds: C$191,130,345 (approximately $138 million USD).
• Overallotment: The full exercise of the overallotment option was included in the closing.
• Underwriters: Raymond James Ltd., Stifel Canada, and BMO Capital Markets served as co-lead underwriters and joint bookrunners.
• Use of Proceeds: Primarily to address the cash consideration for the acquisition of the Condestable mine; remainder for general corporate and working capital.
• Escrow and Conversion Terms:
  • Proceeds held in escrow until satisfaction or waiver of release conditions related to the Condestable acquisition.
  • Upon acquisition closing, each subscription receipt converts into one Rio2 common share (subject to customary adjustments).
  • If the acquisition does not close by the outside date (March 31, 2026), or if the agreement is terminated/abandoned, holders receive a cash payment equal to the offer price plus their pro rata share of interest earned on escrowed funds.
• Transaction Timeline:
  • Acquisition expected to complete in January 2026.
  • Outside date for conditions: March 31, 2026, at 11:59 p.m. Eastern Time.
  • Trading expected to begin on the Toronto Stock Exchange on Monday, Dec. 15, 2026, under ticker symbol RIO.R.

Notable Quotes

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