Royal ROAD Minerals Enters into Letter of Intent with Mineros S.a. FOR Colombian Joint Venture
NEWS RELEASE
ROYAL ROAD MINERALS
ENTERS INTO
LETTER OF INTENT
WITH MINEROS S.A. FOR
COLOMBIAN
JOINT
VENTURE
December
23
, 201
9
–
Toronto, Ontario: Royal Road Minerals Limited (TSXV:RYR) (“
Royal
Road
” or the
“
Company
”) is pleased to announce
that
it
ha
s entered into a Letter of Intent
(the “
LOI
”)
with
Mineros
S.A.
(“
Mineros
”)
in relation to the Com
pany’s Guintar and
Niverengo concessions and its Margaritas title
application
(“
GNM Project
”)
in
Antioquia District, Colombia.
Mineros is a Colombian public company
engaged in the business of gold mining and listed on the
Colombian
Stock Exc
hange.
Royal Road
currently
operat
es
in Nicaragua under
a
separate
exploration
strategic alliance
formed in September
2017
with
Mineros
’s
subsidiary,
Hemco Nicaragua
S.A
.
Pursuant to the LOI, the parties intend to negotiate and enter into a d
efinitive
a
greement
(the
“
Definitive
Agreement
”)
as soon as practicable
,
but in any case before January 30, 2020.
The
LOI
provides that the Definitive Agreement would contain the following
basic terms:
Mineros
would
pay to Royal Road
the sum
of USD $1 million on execution of the Defini
tive
A
greement
Mineros and Royal Road
would
agree
to
an
initial
exploration program and budget
for the
exploration
of the
GNM Project
Mineros
would
fund all
exploration costs
up to a total of USD $2.5 million
After spending
at
-
least
USD $
1 million,
Mineros
would
have the option to acquire 25% of the
GNM Project
and to transfer
titles and title applications to a
new special purpose company
(the
“
Project
Company
”), initially
to be owned as to
7
5% by Royal Road and
as
to
2
5% by Mineros
After
spending a
t least a
total of USD $2
.5
million
, Mineros
would
acquire 50% of
the Project
Company and the parties would operate the Project Company on a joint venture basis
The p
arties
would thereafter jointly fund the operations of the Project Company
and the parties
’
respective
interests would be subject to dilution under a
standard formula,
provided
that
if any
party dilutes to 30%,
it would
have
a
one
-
time
right to
contribute
any fun
ding shortfall
and
restore
its
pre
-
dilution ownership interest
If a party’s interest is diluted to
below 15%
, such interest would
convert to 1.5%
net smelter
royalty
The Company would be the
operator of the exploration
of the GNM Project for so long as
it
maintains not less than a 50% ownership interest in the GNM Project
“We are pleased to
expand our close relationship
with Mineros and
to
have the opportunity to replicate
our successful
partnership in Nicaragua” said Tim Coughlin, Royal Road’s Presiden
t and CEO.
“Exploration work
at
the
GNM
Project
will focus
primarily on drill testing
the recently permitted
Niverengo and Guintar projects
with a view to defining an initial inferred resource
in the second half of
2020. We will also
be pushing to ensure t
he rapid conversion of the
exciting
Margaritas application
area
to a concession contract so that scout drilling may commence there
as soon as possible”
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.
The information in this news release was
appr
oved
by Dr. Tim Coughlin, BSc (Geology), MSc (Exploration and
Mining), PhD (Structural Geology), FAusIMM, President and C
hief
E
xecutive
O
fficer
of Royal Road Minerals
L
imited
and a qualified person as defined by National Instrument 43
-
101.
Cautionary sta
tement:
This news release contains certain statements that constitute forward
-
looking information
and forward
-
looking
statements within the meaning of applicable securities laws
(collectively, “forward
-
l
ooking statements”) including
statements relating to the
Acquisition
and
those describing
the Company
’
s
future plans and the expectations of its
management that a state
d result or condition will occur
. Such forward
-
looking
statements involve known and
unknown risks, uncertainties and
other factors that may
cause the actual results, performance or achievements of
the Company
, or
developments in
the Company
’s business or in the
mineral resources
industry, or with respect to
the
letter of intent and the proposed Definitive Agreement and t
ransactions contemplated thereby
, to differ
materially from the anticipated results, performance,
achievements or developments expressed or implied by such
forward
-
looking statements.
Forward
-
looking statements include all disclosure regarding possible eve
nts,
conditions or
results of operations that is based on assumptions about, among other things, future
economic
conditions and courses of action, and assumptions related to government
approvals, and anticipated costs and
expenditures.
The words “
plans
”, “
prospective
”, “expect”, “intend”, “intends to” and similar expressions identify
forward looking
statements, which
may also include, without limitation, any
statement relating to future events,
conditions or circumstances. Forward
-
looking statement
s
of the Company contained in this news release, which
may prove to be incorrect, include, but are not limited to,
those related to the
Acquisition
,
the Company
and
the
Company’s plans exploration plans
.
The Company
caution
s
you not to place undue relian
ce upon any such forward
-
looking statements, which
speak
only as of the date they are made. There is no guarantee that the anticipated benefits of the
Acquisition
and the
Company
’s
business plans or operations
will be achieved. The risks and uncertainties
that may affect
forward
-
looking statements include, among others: economic market conditions, anticipated
costs and expenditures,
government approvals, and other
risks detailed from time to time in
the Company’s
filings with Canadian provincial
securities
regulators
or other applicable regulatory authorities
. Forward
-
looking statements included herein are
based
on
the
current plans, estimates, projections, beliefs and
opinions
of the Company
management and
, in part,
on
information provided to the Company by
Anglo Ashanti and it
s
affiliates
, and, except as required by law,
the
Company
do
es
not undertake any
obligation to update forward
-
looking statements should assumptions related to
these plans,
estimates, projections, b
eliefs and opinions change.
For further information please contact:
Dr. Tim
othy
Coughlin
President and Chief Executive Officer
USA
-
Canada toll free 1800 6389205
+44 (0)1534 887166
+44 (0)7797 742800