Files Final Financing Prospectus **NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES**
VANCOUVER, British Columbia, Aug. 05, 2021 (GLOBE NEWSWIRE) -- Rio2 Limited (“Rio2” or “the Company”) (TSXV: RIO; OTCQX: RIOFF; BVL: RIO) has obtained a receipt for its final short form prospectus dated August 4, 2021 (the “Prospectus”) filed in connection with previously announced underwritten public offering (the “Offering”) of common shares of the Company (“Common Shares”).
Scotiabank, CIBC Capital Markets and Raymond James (collectively, the “Joint Bookrunners”), as joint bookrunners and co-lead underwriters, along with Cantor Fitzgerald Canada Corporation, Sprott Capital Partners LP, and Cormark Securities Inc. (collectively with the Joint Bookrunners, the “Underwriters”) are the underwriters for the Offering. The Underwriters have agreed to purchase 38,500,000 Common Shares from the Company for total gross proceeds of approximately $25 million.
The Company has granted the Underwriters an over-allotment option to purchase up to an additional 15% of the Common Shares issued pursuant to the Offering (the “Over-Allotment Option”) on the same terms exercisable in whole or in part, at any time and from time to time, up to 30 days from and including the closing date of the Offering.
The Offering is scheduled to close on or about August 10, 2021 and is subject to customary closing conditions. The TSX Venture Exchange (the “TSXV”) has conditionally approved the listing of the Common Shares, subject to the Company fulfilling all of the listing requirements of the TSXV within 15 days of the closing of the Offering.
Rio2 also filed an amended and restated independent technical report, entitled "Amended and Restated Pre-feasibility Study for the Fenix Gold Project" (the "Technical Report") pursuant to National Instrument 43-101 - Standards of Disclosure for Mineral Projects (“NI 43-101”) on August 4, 2021. There were no changes to the mineral resources or mineral reserves estimates of the Fenix Gold Project in the Technical Report and the changes made to the report were mainly to enhance disclosure in the data verification section of the Technical Report. The Technical Report is dated August 3, 2021 with an effective date of August 15, 2019 and amends and restates the “Updated Pre-feasibility Study for the Fenix Gold Project" dated October 15, 2019 with an effective date of August 15, 2019. The Technical Report supports the disclosure in the AIF (as defined below) and the Prospectus.
The Technical Report was compiled by Mining Plus Peru S.A.C. ("Mining Plus") with contributions from a team of Qualified Persons as defined by NI 43-101 as follows:
• Raul Espinoza, (MAusIMM (CP)) of Mining Plus.
• Anthony Maycock, (P.Eng.) of MM Consultores Limitada.
• Greg Corbett, (FMAIG, RPGeo) of Corbett Geological Services.
• Denys Parra, (Member SME) of Anddes Asociados S.A.C.
• Andres Beluzan (ChCM Registered Member) of ABelco Consulting SpA.
Rio2 also filed an amended and restated annual information form in respect of the year ended December 31, 2020 (the “AIF”) on August 4, 2021. The Technical Report and AIF are available on the Company's website at www.rio2.com as well as under the Company's profile on SEDAR at www.sedar.com.
This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the Common Shares in the United States-, nor will there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The Common Shares have not been and will not be registered under the 1933 Act or any state securities laws and may not be offered or sold directly or indirectly in the United States absent registration or an applicable exemption from the registration requirements of the 1933 Act and all applicable state securities laws.
The scientific and technical content of this news release has been reviewed, approved and verified by Enrique Garay, MSc. P.Geo./FAIG, Senior Vice President Geology of Rio2 Limited, who is a QP under NI 43-101. For additional information regarding the Fenix Gold Project, including key parameters, assumptions and risks associated with its development, see the Technical Report.