Royal ROAD Minerals Announces Increase to Previously Announced Private Placement Offering
PRESS RELEASE
ROYAL ROAD MINERALS ANNOUNCES INCREASE TO PREVIOUSLY ANNOUNCED PRIVATE
PLACEMENT OFFERING
February 8, 2017 – Toronto, Ontario: Royal Ro ad Minerals Limited (T SXV:RYR) (“Royal Road
Minerals” or the “Company”), a gold focused mi neral exploration and development company, is
pleased to announce that it intends to increase the size of its previously announced private
placement offering (the “Offering”) to up to 36, 000,000 units (each a “Unit”) of the Company at a
purchase price of C$0.10 per Unit for aggregate gross pr oceeds of up to C$3.6 million. Each Unit will
be comprised of one ordinary share of the Company and one-half of one or dinary share purchase
warrant (each whole warrant, a “Warrant”). Each Wa rrant 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 has engaged Pollitt & Co. to lead a syndicate of agents, including Echelon Wealth
Partners Inc. and M Partners Inc. (collectively, the “ Agents” ) t o c o n d u c t t h e O f f e r i n g o n a “ b e s t
efforts” agency basis. In consideration of the Ag ents’ services, the Company has agreed to pay the
Agents a cash commission of 6.0% of the gross proceeds of the Offering. The Agents will also receive
broker warrants (the “Broker Warrants”) equal to 6.0% of the securities sold pursuant to the
Offering. Each Broker Warrant entitles the holder to acquire one ordinary share of the Company at a
price of $0.10 until the date that is 24 months from the closing of the Offering.
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 Offering is scheduled to oc cur on or about February 17, 2017. Closing of the
Offering is subject to the approval of the TSX Ve nture Exchange. All the secu rities issued under the
Offering are subject to resale restrictions under applicable securities laws.
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 forward looking statemen ts including those describing Royal Road Minerals
Limited’s future plans and the expectations of its management that a stated result or condition will occur. Any
statement addressing future events or conditions necessarily involves i nherent risk and uncertainty. Actual
results can differ materially from those anticipated by management at the time of writing due to many
factors, the majority of which are beyond the control of the Company and its management. In particular, this
news release contains forward-lookin g statements pertaining, directly or indirectly, to the following: risks
associated with future equity financings, the ability to close the Offering in the amount anticipated or at all,
the Company’s exploration and work plans, the receip t of required regulatory and other approvals, the
planned acquisition of Caza Gold Corp., as well as other market conditions and economic factors, business and
operations strategies. Readers are cautioned that the fore going list of risk factors should not be construed as
exhaustive. These statements speak only as of the date of this news release. The Company undertakes no
obligation to publicly update or revise any forward looking statements except as expressly required by
applicable law.
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