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 ”
o r t h e “Company” ) , a g o l d f o c u s e d m i n e r a l e x p l o r a t i o n a n d d e v e l o p m e n t c o m p a n y , is pleased to
a n n o u n c e t h a t i t h a s c l o s e d a n o n ‐ b r o k e r e d s t r a t e g i c p r i v a t e p lacement 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. 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
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.
T h e C o m p a n y i n t e n d s t o u s e t h e p r o c e e d s o f t h e f i n a n c i n g f o r g eneral working capital purposes,
including to complete the Company 's acquisition of Caza Gold Co rp. and to finance the repayment
of Caza's outstanding indebtedness.
The participation by Polygon and Mr. Mullens in the Offering co nstitutes 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 sec tions 5.5(a) and 5.7(1)(a) of MI 61‐
101, as the fair market value of the participation in the Offer ing by insiders does not exceed 25% of
the market capitalization of the C o m p a n y , a s d e t e r m i n e d i n a c c or d a n c e w i t h M I 6 1 ‐ 1 0 1 . T h e
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 deem s 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, a nd will not be, registered under the
United States Securities Act of 1933, as amended (the “U.S. Sec urities 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 a nd applicable state securities
requirements or pursuant to exemptions therefrom. This news rel ease 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 a s “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 Agreem ent. 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 uncertaintie s and other factors that could c a u s e a c t u a l e v e n t s o r r e s u l t s t o d i f f e r
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 uncertainti es involved in interpreting drilling results and
other geological data, fluctuatin g m e t a l p r i c e s , p e r m i t t i n g a n d 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 t h e C a n a d i a n S e c u r i t i e s A d m i n istrators’ website located at www.sedar.com.
The Company disclaims any obligation to update or revise any fo rward‐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