Rio2 Limited Announces Certain Directors and Employees to Receive Shares in Lieu of Salaries

VANCOUVER, British Columbia, Jan. 29, 2024 (GLOBE NEWSWIRE) -- Rio2 Limited (“Rio2” or the “Company”) (TSXV: RIO; OTCQX: RIOFF; BVL: RIO) announces that the Company has entered into shares for services agreements (collectively, the “Shares for Services Agreements”) with certain directors and employees. Pursuant to the Shares for Services Agreements, such directors and employees will ‎receive all or a portion of their director fees or wages for the period from January 1, 2024, to ‎December 31, 2024 in common shares of the Company (the “Security Based Compensation”), with the remaining amount, if any, to be ‎satisfied in cash.‎

The common shares will be issued quarterly and will be subject to a four-month and one-day hold ‎period commencing ‎upon the date of issuance. Under the Shares for Services Agreements, the ‎deemed price per common share to be ‎issued will be no less than the volume-weighted average closing price of the Company's ‎common shares on the last ‎three trading days of each quarter, provided that in any event the price will not be lower than the discount permitted ‎‎under applicable TSX Venture Exchange policies. The total value of the Security Based Compensation that the ‎Company intends to issue is up to $750,000. As the directors are Non-Arm's Length Parties to the Company (as that term is defined in the TSXV policies), the issuance of the Security Based Compensation to the directors must be approved by the majority of the votes cast by disinterested shareholders at a meeting of shareholders of the Company.

Alex Black, Kathryn Johnson, Klaus Zeitler, Andrew Cox, Ram Ramachandran, Sidney Robinson, Drago Kisic, and Albrecht Schneider ‎are ‎currently directors and/or officers of the Company. Each issuance of common shares to such directors or officers constitutes a “related party transaction” within the meaning of Multilateral Instrument 61¬101 - ‎Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company is relying ‎on the exemptions from the formal valuation and minority approval requirements contained in Sections ‎‎5.5(a) and 5.7(1)(a) of MI 61-101, on the basis that the fair market value of the transaction does not ‎exceed 25% of the Company's market capitalization.‎