ROYAL ROAD MINERALS SUCCEEDS IN BID FOR CAZA GOLD Royal Road Minerals Announces Expiry of Offer and Mandatory 10‐day extension period for Deposits
NEWS RELEASE
ROYAL ROAD MINERALS SUCCEEDS IN BID FOR CAZA GOLD
Royal Road Minerals Announces Expiry of Offer and Mandatory 10‐day extension period for
Deposits
February 28, 2017 – Toronto, Ontario : Royal Road Minerals Limit ed (TSXV:RYR) (“Royal Road Minerals”
or the “Company”) announces that it has been successful in its bid to acquire Caza Gold Corp. (TSXV:CZY)
(“Caza”) under its previously a nnounced offer (the “Offer”) mad e to Caza Gold’s shareholders. A total of
134,886,372 common shares of Caza, representing approximately 9 0% of Caza’s issued and outstanding
common shares were deposited under the Offer (and not withdrawn ) as at 11:59 p.m. (Pacific Time) on
February 27, 2017, the expiry time of the initial deposit period under the Offer.
Royal Road Minerals has taken up all of these shares deposited under the Offer and, as a result, now
holds an aggregate of 134,886,372 common shares of Caza, which represents approximately 90% of the
issued and outstanding common shares of Caza, calculated on a fully‐diluted basis.
Given the substantial support for the Offer, Royal Road Mineral s has also extended the deposit period
under the Offer for the mandatory 10‐day extension period requi red under applicable securities laws, to
e n a b l e t h o s e s h a r e h o l d e r s w h o h a v e n o t y e t t e n d e r e d t h e i r s h a r es, to deposit their Caza common
shares to the Offer. The Offer, as extended, will now expire at 11:59 p.m. (Pacific Time) on March 13,
2017. All of the terms and conditions of the Offer have been co mplied with or waived, as applicable, and
to the extent required for the take up securities deposited under Offer under applicable securities laws.
R o y a l R o a d M i n e r a l s ’ P r e s i d e n t a n d C h i e f E x e c u t i v e O f f i c e r , T i m C o u g h l i n s a i d : “ W e a r e p l e a s e d t h a t
Caza’s shareholders have accepted the Offer, and we welcome the m as Royal Road Minerals
s h a r e h o l d e r s a n d a s p a r t i c i p a n t s i n o u r e x c i t i n g g r o w t h s t r a t e gy, which includes plans to advance the
exploration of Caza’s key Nicara guan properties, to continue ou r exploration work in the highly
prospective province of Nariño in southern Colombia and to adva nce other initiatives elsewhere
throughout Latin America.”.
As further described in the Offer circular, Royal Road Minerals intends to carry out a compulsory
acquisition or, alternatively, a subsequent acquisition transaction to acquire Caza common shares not
deposited under the Offer. Upon completion of the compulsory acquisition or subsequent acquisition
transaction, Royal Road Minerals intends to de‐list the Caza shares from the TSX Venture Exchange.
Caza shareholders who tendered to the Offer will receive 0.16 o f a Royal Road Minerals ordinary share
for each Caza common share tendered, subject to adjustment with respect to fractional shares.
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.
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Cautionary statement:
This news release contains certain statements that constitute forward‐looking information and forward‐looking
statements within the meaning of applicable securities laws (co llectively, “forward‐looking statements”) and
includes statements relating to the Offer and those describing the Company’s future plans and the expectations of
its management that a stated res ult or condition will occur. Su ch f orwa rd‐looking stat ement s involve kn own an d
unknown risks, uncertainties and other factors that may cause t he actual results, performance or achievements of
the Company and Caza, or developments in the Company’s and Caza’s business or in the mineral resources industry,
o r w i t h r e s p e c t t o t h e O f f e r , t o d i f f e r m a t e r i a l l y f r o m t h e a n ticipated results, performance, achievements or
developments expressed or implied by such forward‐looking statements. Forward‐looking statements include all
disclosure regarding possible events, 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‐ l o o k i n g s t a t e m e n t s o f t h e C o m p a n y c o n t a i n e d i n
t h i s n e w s r e l e a s e , w h i c h m a y p r o v e t o b e i n c o r r e c t , i n c l u d e , b ut a r e n o t l i m i t e d t o , t h e v a r i o u s a s s u m p t i o n s s e t
forth herein and in the Company’s take‐over bid circular prepar ed and filed in accordance with applicable securities
laws in Canada as well as the ability of the Company to obtain the requisite number of Caza shares at the expiry
time of the offer, as extended, to effect a compulsory acquisition or a subsequent acquisition transaction and to de‐
list the Caza shares from the TSX Venture Exchange.
The Company cautions you not to place undue reliance 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 Offer and the
Company’s and Caza’s business plans or operations will be achiev e d . T h e r i s k s a n d u n c e r t a i n t i e s t h a t m a y a f f e c t
forward‐looking statements incl ude, among others: economic mark et conditions, anticipated costs and
expenditures, government approvals, and other risks detailed from time to time in the Company’s and Caza’s filings
with Canadian provincial securities regulators or other applica ble regulatory authorities. Forward‐looking
statements included herein are based on the current plans, estimates, projections, beliefs and opinions of the
Company management and information provided to the Company by Caza, and, except as required by law, the
Company and Caza do not undertake any obligation to update forward‐looking statements should assumptions
related to these plans, estimate s, projections, beliefs and opi nions change. Nothing in this news release should be
construed as either an offer to sell or a solicitation to buy or sell the Company’s securities.
For further information please contact:
Dr. Timothy Coughlin
President and Chief Executive Officer
USA‐Canada toll free 1800 6389205
+44 (0)1534 887166
+44 (0)7797 742800