Royal ROAD Minerals Commences Offer FOR Outstanding Shares of Caza GOLD Corp.
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ROYAL ROAD MINERALS COMMENCES OFFER FOR OUTSTANDING SHARES OF CAZA GOLD CORP.
January 20, 2017 - Toronto, Ontario: (TSX V:RYR) Royal Road Minerals Limited (“ Royal Road Minerals”)
and Caza Gold Corp. (TSXV:CZY) (“ Caza”) are pleased to jointly announc e that Royal Road Minerals has
formally commenced an offer (the “ Offer”) to the shareholders of Caza Gold Corp. (TSXV:CZY) (“ Caza”)
to acquire all of the issued and outstanding common shares of Caza (the “ Caza Shares”) in exchange for
ordinary shares of Royal Road Minerals (the “ Royal Road Shares ”). Holders of Caza Shares that accept
the Offer will receive 0.16 of a Ro yal Road Share in exchange for ea ch Caza Share acquired by Royal
Road Minerals under the Offer.
THE OFFER WILL BE OPEN FOR ACCEPTANCE UNTIL 11:59 P.M. (PACIFIC TIME) ON FEBRUARY 27, 2017
UNLESS THE OFFER IS EXTENDED OR WITHDRAWN BY ROYAL ROAD MINERALS.
Caza has determined, and hereby states that the in itial deposit period for the Offer shall be for a
minimum period of 35 days commencing on January 20, 2017, the date of the Offer, and this news
release constitutes a “deposit period news release”, as contemplated under applicable Canadian
securities laws in this regard.
Today, Royal Road Minerals will mail the Offer and take-over bid circular (collectively, the “ Bid
Circular”), and the related letter of acceptance and transmittal and notice of guaranteed delivery
(collectively, the “ Offer Documents ”) to Caza's shareholders (the “ Caza Shareholders ”), registered
holders of convertible securities of Caza and other persons who are entitled to receive those documents
under applicable laws. Included in the mailing to Caza shareholders is Caza’s directors’ circular, also
dated January 20, 2017.
The board of directors of Caza has unanimously determ ined that the Offer is fair to Caza shareholders
and in the best interest of Caza and Caza’s shar eholders and unanimously recommends that Caza’s
shareholders accept the Offer and deposit their Caza Shares to the Offer.
As previously announced, Royal Road Minerals and Caza have en tered into an amended support
agreement, pursuant to which Caza agreed to suppor t the Offer. Royal Road Minerals also entered into
amended lock-up agreements with Ca za’s largest shareholder and its directors and officers that hold
Caza Shares, whereby these Caza Shareholders have each agreed to tender all of their Caza Shares to the
Offer. Collectively, these supportin g Caza Shareholders beneficially hold an aggregate of 115,879,351
Caza Shares, representing approximately 82% of the ou tstanding Caza Shares on both a non-diluted and
fully-diluted “in the money” basis. In addition, all of Caza’s directors and offi cers have entered into
separate agreements with Caza and Royal Road Minerals, whereby each such director and officer agreed
to resign from all offices with Caza and release Caza from any claims against Caza, including the change
of control, severance or termination payments to which they may otherwise have been entitled as a
result of the Offer. No consideration was paid or is payable to these individuals by Caza or Royal Road
Minerals in connection with these agreements. Co pies of the above-mentioned agreements will be
available for viewing and download on SEDAR at www.sedar.com.
Successful completion of the Offer is subject to a number of customary conditions, including: (i) there
being deposited under the Offer, and not withdrawn, at least 90% of the outstanding Caza Shares
(calculated on a fully diluted basis), excluding Caza Shar es held by Royal Road Minerals; (ii) receipt of all
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governmental, regulatory and third party approvals th at Royal Road Minerals considers necessary or
desirable in connection with the Offer; and (iii) no material adverse change having occurred in the
business, affairs, prospects or assets of Caza.
Full details of the Offer are contained in the Bid Circul ar that has been filed with the applicable Canadian
securities regulatory authorities, and securityholders of Caza are urged to read the Offer Documents and
to consider the important information set out therei n. Copies of the Offer Do cuments may be obtained
free of charge on SEDAR at www.sedar.com.
Cautionary Statement on Forward-looking Information
All statements, other than statements of historical fact, contained in this news release, including any
information as to the future financial or operatin g performance of Royal Road Minerals, constitute
“forward-looking information” or “forward-looking statements” within the meaning of certain securities
laws, including the provisions of the Securities Act (Ontario) and the “safe harbour” provisions under the
United States Private Securities Litigation Refo rm Act of 1995 and are based on the expectations,
estimates and projections of management as of the date of this news release unless otherwise stated.
Forward-looking statements are necessarily based up on a number of estimate s and assumptions that,
while considered reasonable by Royal Road Minerals as of the date of such statements, are inherently
subject to significant business, economic and competitive uncertainties and contingencies. The
estimates and assumptions of Royal Road Minerals co ntained in this news release, which may prove to
be incorrect, include, but are not limited to, the vario us assumptions set forth he rein and in Royal Road
Minerals’ take-over bid circular prepared and filed in accordance with applicable securities laws in
Canada and Jersey as well as: (1) that Royal Road Mi nerals will complete the acquisition of Caza in
accordance with the terms and conditions of the O ffer or otherwise; (2) the accuracy of Royal Road
Minerals’ understanding of Caza’s projects; (3) the viability of the Caza project areas and permitting the
further exploration and the development of these proj ect areas on a basis cons istent with Royal Road
Minerals’ and Caza’s current expectations; (4) the trading price of Royal Road Minerals and Caza’s
shares; (5) there being no significant political deve lopments, whether generally or in respect of the
mining industry specifically, in Nicaragua that is inconsistent with Royal Ro ad Minerals and Caza’s
current expectations; (6) there being no significant disruptions affecting Royal Road Minerals’ current
business; (7) permitting Royal Road Minerals to unde rtake certain measures regarding Caza’s projects in
Nicaragua; and (8) permitting and exploration at Roya l Road Minerals’ La Golondrina project on a basis
consistent with its current expectations.
The forward-looking information set forth in this ne ws release is subject to various risks and other
factors which could cause actual results to differ materially from those expressed or implied in the
forward-looking information, including the risk th at the Offer will not be completed for any reason.
Certain of these risks, factors, estimates and assump tions are described in more detail in Royal Road
Minerals’ most recently filed management discussion and analysis in the section entitled “Risk Factors”,
to which readers are referred and which are incorporated by reference in this news release. In addition,
all forward-looking statements made in this news re lease are qualified by the full “Risk Factors” in such
management’s discussion and analysis. These risk s, factors, estimates and assumptions are not
exhaustive. Royal Road Minerals disclaims any intentio n or obligation to update or revise any forward-
looking statements whether as a result of new information, future events or otherwise, or to explain any
material difference between subsequent actual events and such forward-looking statements, except to
the extent required by applicable law.
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Other Information
Neither the TSX Venture Exchange nor its Regulation Services Pr ovider (as that term is defined in the policies of the
TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
For further information please contact:
Royal Road Minerals contact: Dr. Tim Coughlin, President and Chief Execut ive Officer, by phone: USA-Canada toll-
free (800) 638-9205, +44 (0)1534 887166, or +44 (0)7797 742800, or by email at [email protected]