Royal ROAD Minerals Announces Brokered Private Placement Financing
PRESS RELEASE
ROYAL ROAD MINERALS ANNOUNCES BROKERED PRIVATE PLACEMENT FINANCING
January 19, 2017 – Toronto, Ontario: Royal Road Minerals Limited (TSXV:RYR) (“Royal Road
Minerals” or the “Company”), a gold focused mi neral exploration and development company, is
pleased to announce that it has appointed Pollitt & Co. to lead a syndicate of agents, including
Echelon Wealth Partners Inc. and M Partners Inc. (the "Agents") to cond uct a private placement
offering (the “Offering”), on a be st efforts agency basis, of up to 30,000,000 units (each a "Unit") of
the Company at a purchase price of C$0.10 per Unit for aggregate gross proceeds of up to C$3.0
m i l l i o n . E a c h U n i t w i l l b e c o m p r i s e d o f o n e o r d i n a r y s h a r e o f t h e C o m p a n y a n d o n e - h a l f o f o n e
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 net proceeds of the Offering is intended to be used by the Company to help finance its planned
operations in Colombia and its anticipated operations in Nicaragua following any successful
completion of its previously announced intended acquisition of Caza Gold Corp (TSXV:CZY).
The closing date for the private placement is scheduled to occur on or about February 17, 2017.
Closing of the Offering is subject to the approval of the TSX Venture Exchange. All the securities
issued under the Offering are subject to resale restrictions under applicable securities laws. In
consideration of the Agents’ services, the Company has agreed to pay the Agents a cash commission
of 6.0% of the gross proceeds of the Private Placement. The Agents will also receive broker warrants
(the "Broker Warrants") equal to 6.0% of the securities sold pursuant to the Private Placement. Each
Broker Warrant entitles the holder to acquire one common share of the Company at a price of
$0.20 until the date that is 24 months from the closing of the Private Placement.
The securities to be issued under the Offering ha ve not been, and will not be, registered under the
United States Securities Act of 19 33, 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 th at constitutes forward-l ooking statements. Forward-
looking statements are frequently characterized by words such as “plan,” “expect,” “project,” “intend,”
“believe,” “anticipate” and other similar words, or st atements that certain events or conditions “may” or
“will” occur and include statements regarding the Opti on 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-lookin g 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 uncer tainties 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 Securi ties 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. Th e 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