Mr. Ben Butlin reports
ROYAL ROAD MINERALS ANNOUNCES CLOSING OF BROKERED LIFE OFFERING
Further to the press release of July 8, 2026, Royal Road Minerals Ltd. has closed its previously announced brokered commercially reasonable effort private placement offering pursuant to the listed issuer financing exemption (as defined below) of an aggregate of 36,525,000 ordinary shares in the capital of the company at a price of 20 cents per share for aggregate gross proceeds of $7,305,000.
SCP Resource Finance LP and Raymond James Ltd. as co-lead agents and co-bookrunners, on behalf of themselves and a syndicate of agents including Stifel Nicolaus Canada Inc. pursuant to the terms of an agency agreement dated July 28, 2026.
The net proceeds of the offering will be used to advance exploration across the company's Guintar-Aleman-Margaritas district in Colombia, including its continuing drill program, and for general corporate purposes, as more particularly described in the offering document dated July 8, 2026, which is available under the company's profile at SEDAR+ and on the company's website.
In accordance with National Instrument 45-106 (Prospectus Exemptions), the shares were issued to purchasers resident in certain provinces of Canada, except Quebec, pursuant to the listed issuer financing exemption under Part 5A of NI 45-106, as amended by Coordinated Blanket Order 45-935 (Exemptions from Certain Conditions of the Listed Issuer Financing Exemption). Pursuant to the listed issuer financing exemption, the shares issued pursuant to the offering are not subject to a statutory hold period pursuant to applicable Canadian securities laws. The shares were also offered in the United States or to, or for the account or benefit of, U.S. persons, by way of private placement pursuant to exemptions from the registration requirements of the U.S. Securities Act of 1933, as amended, and in jurisdictions outside of Canada and the United States on a private placement or equivalent basis, in each case in accordance with all applicable laws, provided that no prospectus, registration statement or other similar document is required to be filed in such jurisdiction.
The offering was anchored by continued support from the company's existing institutional and long-term shareholders, reflecting continued confidence in Royal Road's Colombian exploration strategy. The financing provides the company with a strong treasury to execute its planned drilling and exploration programs and to continue advancing one of Colombia's largest and most prospective mineral land positions.
In connection with the offering, the company paid the agents aggregate cash fees of $355,300, consisting of a commission of $313,800 and a corporate finance fee of $41,500. The offering is subject to final approval by the TSX Venture Exchange.
The offering constituted a related-party transaction within the meaning of TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions) as insiders of the company subscribed for an aggregate of 10.25 million shares. The company is relying on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(b) and 5.7(1)(a) of MI 61-101 as the company is not listed on a specified market and the fair market value of the participation in the offering by insiders does not exceed 25 per cent of the market capitalization of the company in accordance with MI 61-101. The 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 deems reasonable in the circumstances to complete the offering in an expeditious manner.
About Royal Road Minerals Ltd.
Royal Road Minerals is a mineral exploration and development company with its head office and technical operations centre located in Jersey, Channel Islands. The company is listed on the TSX Venture Exchange under the ticker RYR, on the OTCQB under the ticker RRDMF and on the Frankfurt Stock Exchange under the ticker RLU. The company's mission is to apply expert skills and innovative technologies to the process of discovering and developing copper and gold deposits of a scale large enough to benefit future generations and modern enough to ensure minimum impact on the environment and no net loss of biodiversity. The company currently explores in Colombia and in Saudi Arabia.
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