Royal Road and Rio2 Announce Share Acquistion by Rio2
Royal Road and Rio2 Announce Share
Acquistion by Rio2
Toronto, Ontario--(Newsfile Corp. - September 29, 2025) - Royal Road Minerals Limited
(TSXV: RYR)
(OTCQB: RRDMF)
("
Royal Road
" or the
"Company"
) and Rio2 Limited
(TSX: RIO) (OTCQX:
RIOFF) (BVL: RIO)
("
Rio2
") are pleased to jointly announce that Rio2 has acquired 39,855,000
ordinary shares of Royal Road ("Shares") representing approximately 15.0% of Royal Road's issued
and outstanding Shares and has become an "insider" of the Company under applicable securities laws
and the policies of the TSX Venture Exchange ("TSXV").
The acquisition formed part of a block trade on the TSX Venture Exchange, transferring the entire
shareholding previously held by a single investor to Rio2 and other institutional investors known to both
parties.
"We are genuinely delighted to welcome Rio2, under the leadership of Alex Black and Andrew Cox, as
our new shareholders and partners," said Tim Coughlin, President and CEO of Royal Road. "Rio2 is a
bold and dynamic company with an exceptional record of developing world-class gold projects, and their
leadership team bring decades of entrepreneurial and executional excellence. We believe this transition
comes at an opportune time and creates a strong platform for mutual growth. Rio2's proactive approach
and strategic vision align closely with Royal Road's ambitions and position them as the ideal partner to
help drive our next stage of success."
Alex Black, Executive Chairman of Rio2, stated, "I have known Tim Coughlin for over 20 years, and, in
my opinion, Tim is one of the best generative geologists on the planet. Tim was a first mover in
Colombia 25 years ago and recently a first mover in Saudi Arabia. We view Royal Road's portfolio as
geologically attractive and believe it provides us with interesting options for future diversification and
growth. For us, this transaction is about optionality – gaining exposure to highly prospective exploration
opportunities in new jurisdictions, while maintaining a clear focus on advancing our flagship Fenix Gold
Mine in Chile and driving that towards expansion. We are excited to become partners with Royal Road
and look forward to supporting the advancement of their assets."
In connection with this acquisition, the Company and Rio2 entered into an investor rights agreement (the
"
Investor Rights Agreement
"), pursuant to which Rio2, provided that it owns at least a 9.5% interest in
the Company (calculated in accordance with the investor rights agreement), has the right to participate in
equity financings by the Company in order to maintain its pro rata ownership in the Company at the time
of any such financing or acquire up to a 15% ownership interest in the Company (after giving effect to the
financing). Provided that it owns at least 9.5% of the issued and outstanding Ordinary Shares, Rio2 is
also entitled to designate one nominee for election or appointment to the Company's board of directors.
Immediately prior to the acquisition, Rio2 did not own or have control over any of the ordinary shares of
the Company. Following the acquisition on September 26, 2025, Rio2 has beneficial ownership, control
and direction over an aggregate of 39,855,000 Shares, representing approximately 15% of the issued
and outstanding Shares on a non-diluted basis. Rio2 acquired the Shares through the facilities of the
TSX Venture Exchange at a price of $0.115 per Share for an aggregate price of $4,583,325.
Rio2 is acquiring the Shares for investment purposes. Rio2 may, from time to time, subject to the
Investor Rights Agreement, acquire additional Shares or other securities of Royal Road or dispose of
some or all of the Shares or other securities of Royal Road that it owns at such time.
This news release is being issued in connection with the filing of an early warning report (the "
Early
Warning Report
") pursuant to the requirements of National Instrument 62-103
The Early Warning
System and Related Take-Over Bid and Insider Reporting Issues
. The transaction that triggered the
requirement to file the Early Warning Report was carried out through a block trade carried out through
the facilities of the TSX Venture Exchange. The Early Warning Report will be electronically filed with the
applicable securities commission in each jurisdiction where the Company is reporting and will be
available under the profile of the Company and Rio2 on SEDAR+ at
www.sedarplus.ca
.
A copy of the
Early Warning Report may also be requested by contacting the SVP of Corporate Communications of
Rio2 at the telephone number below.
Rio2 Limited Contact Information
Alejandra Gomez
Tel: +1 604 762-8918
701 West Georgia Street, Suite 1500
Vancouver, British Columbia V7Y 1C6
Royal Road Minerals Limited Contact Information
Jessica Martins
Tel: +44 1534 887166
Ground Floor, Portman House 32 Hue Street
St Helier, Jersey, Channel Islands JE2 3NR
About Royal Road Minerals Limited:
Royal Road Minerals is a mineral exploration and development company with its head office and
technical-operations center located in Jersey, Channel Islands. The Company is listed on the TSX
Venture Exchange under the ticker RYR, on the OTCQB under the ticker RRDMF and on the
Frankfurt Stock Exchange under the ticker RLU. The Company's mission is to apply expert skills and
innovative technologies to the process of discovering and developing copper and gold deposits of a
scale large enough to benefit future generations and modern enough to ensure minimum impact on
the environment and no net loss of biodiversity. The Company currently explores in the Kingdoms of
Saudi Arabia, Morocco and in Colombia. More information can be found on the Company's website
www.royalroadminerals.com
.
About Rio2 Limited:
Rio2 is a mining company with a focus on development and mining operations with a team that has
proven technical skills as well as a successful capital markets track record. Rio2 is focused on taking
its Fenix Gold Project in Chile to production in the shortest possible timeframe based on a staged
development strategy. Rio2 and its wholly owned subsidiary, Fenix Gold Limitada, are companies with
the highest environmental standards and responsibility with the firm conviction that it is possible to
develop mining projects that respect the three pillars (Social, Environment, Economics) of
responsible development. As related companies, we reaffirm our commitment to apply environmental
standards beyond those that are mandated by regulators, seeking to protect and preserve the
environment of the territories that we operate in.
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 Regarding Forward-Looking Information
This news release contains certain "forward-looking information" within the meaning of applicable
Canadian securities legislation. Forward-looking information includes, but is not limited to, statements
regarding the future plans or intentions of Royal Road or Rio2, including any potential future
acquisitions or dispositions of securities of Royal Road. Forward-looking information is based on a
number of factors and assumptions which have been used to develop such information but which may
prove to be incorrect. Forward-looking information involves known and unknown risks, uncertainties
and other factors which may cause actual results, performance or achievements to differ materially
from those anticipated. Readers should not place undue reliance on forward-looking information.
Except as required by applicable securities laws, neither Royal Road nor Rio2 undertakes any
obligation to update or revise any forward-looking information, whether as a result of new information,
future events or otherwise.
To view the source version of this press release, please visit
https://www.newsfilecorp.com/release/268294