Royal Road Minerals Announces Non‐brokered Strategic Private Placement Financing
PRESS RELEASE
ROYAL ROAD MINERALS ANNOUNCES NON‐BROKERED STRATEGIC PRIVATE PLACEMENT FINANCING
April 20, 2017 – Toronto, Ontario: Royal Road Minerals Limited (TSXV:RYR) (“Royal Road Minerals” or the “Company”), a gold focused mineral exploration and development company, is pleased to announce that it has closed a non‐brokered strategic private placement offering (the “Offering”) with Polygon Mining Opportunity Master Fund (“Polygon”) and the Company's Chairman, Mr. Peter Mullens. The Offering comprised of 7,500,000 units (each a "Unit") of the Company at a purchase price of C$0.10 per Unit for aggregate gross proceeds C$750,000. Each Unit will be comprised of one ordinary share of the Company and one‐half of one ordinary share purchase warrant (each whole warrant, a "Warrant"). Each Warrant will entitle the holder thereof to acquire one ordinary share of the Company at a price C$0.20 for a period of 24 months from the date of issuance.
The Company intends to use the proceeds of the financing for general working capital purposes, including to complete the Company's acquisition of Caza Gold Corp. and to finance the repayment of Caza's outstanding indebtedness.
The participation by Polygon and Mr. Mullens in the Offering constitutes a “related party transaction” within the meaning of TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61‐ 101 (“MI 61‐101”). The Company is relying on the exemptions from the valuation and minority shareholder approval requirements of MI 61‐101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61‐ 101, as the fair market value of the participation in the Offering by insiders does not exceed 25% of the market capitalization of the Company, as determined in accordance with MI 61‐101. The Company did not file a material change report in respect of the related party transaction at least 21 days before the closing of the Offering, which the Company deems reasonable in the circumstances so as to be able to avail itself of the proceeds of the Offering in an expeditious manner.
The securities to be issued under the Offering have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws, and accordingly, may not be offered or sold within the United States except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities requirements or pursuant to exemptions therefrom. This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the Company's securities in the United States.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Cautionary statement:
This news release may contain certain information that constitutes forward‐looking statements. Forward‐ looking statements are frequently characterized by words such as “plan,” “expect,” “project,” “intend,” “believe,” “anticipate” and other similar words, or statements that certain events or conditions “may” or “will” occur and include statements regarding the Option Agreement. Forward‐looking statements are based on the opinions and estimates of management at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward‐looking statements. These factors include the inherent risks involved in the hiring and retention of directors and officers, exploration and development of mineral properties, mine site planning and development, the uncertainties involved in interpreting drilling results and other geological data, fluctuating metal prices, permitting and licensing and other factors described above and in the Company’s most recent annual information form under the heading “Risk Factors”, which has been filed electronically by means of the Canadian Securities Administrators’ website located at www.sedar.com. The Company disclaims any obligation to update or revise any forward‐looking statements if circumstances or management’s estimates or opinions should change. The reader is cautioned not to place undue reliance on forward‐looking statements.
For further information please contact:
Dr. Tim Coughlin President and Chief Executive Officer
USA‐Canada toll free 1800 6389205 +44 (0)1534 887166 +44 (0)7797 742800 [email protected]