Royal ROAD Minerals Closes C$3.6 Million Brokered Private Placement Financing
PRESS RELEASE
ROYAL ROAD MINERALS CLOSES
C$3.6 MILLION BROKERED PRIVATE PLACEMENT FINANCING
February 17, 2017 – Toronto, Ontario – R o y a l R o a d M i n e r a l s L i m i t e d ( T S X V : R Y R ) ( “ R o y a l R o a d
Minerals” or the “Company”), a gold focused mineral exploration and development company, is
pleased to announce that it has closed its previously announced private placement offering of units
of the Company, led by Pollitt & Co., together with Echelon Wealth Partners Inc. and M Partners
Inc., as agents (the “Agents”).
The Company issued an aggregate of 36,000,000 units (each a “ Unit”) of the Company, with each
Unit comprised of one ordinary s hare of the Company and one‐hal f of one ordinary share purchase
warrant (each whole warrant, a “ Warrant”), at a price of C$0.10 per U nit for total aggregate gross
proceeds of C$3.6 million (the “ Offering”). Each Warrant will entitle the holder thereof to acquire
one ordinary share of the Company at a price C$0.20 until February 17, 2019.
The Company (i) paid a total cash commission to the Agents equa l to 6.0% of the gross proceeds of
the Offering, and (ii) issued 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 February 17, 2019.
T h e Of f e ri n g co n s t i t u t e d a r e l ated party transaction within the meaning of TSX Venture Exchange
Policy 5.9 and Multilateral Instrument 61‐101 (“ MI 61‐101”) as insiders of the Company subscribed
for an aggregate of 600,000 Units. 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 partici pation in the Offering by insiders does
not exceed 25% of the market capitalization of the Company, as determined in accordance with MI
6 1 ‐ 1 0 1 . T h e C o m p a n y d i d n o t f i l e a m a t e r i a l c h a n g e r e p o r t i n 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 itsel f of the proceeds of the Offering in an
expeditious manner.
The net proceeds received by the Company from the Offering will be used to finance its planned
operations in Colombia and, if applicable, its anticipated operations in Nicaragua following any
successful completion of its previously announced intended acqu isition of Caza Gold Corp
(TSXV:CZY).
All securities issued under the Offering will be subject to a s tatutory four month hold period ending
on June 18, 2017 pursuant to applicable securities legislation.
The securities offered have not been, and will not be, register ed 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 se curities 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 statements 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 inherent risk and uncertainty. Actual
results can differ materially from those anticipated by manageme n t a t t h e t i m e o f w r i t i n g d u e t o m a n y
factors, the majority of which are beyond the control of the Co mpany and its management. In particular, this
news release contains forward‐looking 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 receipt of requir ed 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 foregoing 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 sta tements 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