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Royal Road Minerals closes private placement financing transactions

Press Release, 15th February 2018

February 15, 2018 – Toronto, Ontario: Royal Road Minerals Limited (TSXV:RYR) (“Royal Road Minerals” or the “Company”), a gold and copper focused mineral exploration and development company, is pleased to announce that it has closed its two previously announced financing transactions (collectively, the “Financing Transactions”), pursuant to which the Company issued an aggregate of 33,620,487 ordinary shares (“Ordinary Shares”) of the Company at a price of C$0.16 per Ordinary Share for aggregate gross proceeds of C$5,379,278. The Company also announces that it has purchased an additional 5% of the equity of Minerales Camino Real S.A.S. (“RRM Colombia”), increasing its ownership interest to 97% of the total equity of RRM Colombia. RRM Colombia is a Colombian corporation through which the Company holds various mineral exploration interests and carries on its operations in Colombia.

Pursuant to the Financing Transactions, the Company issued, on a private placement basis, 10,178,437 Ordinary Shares to Barrick Gold Corporation (“Barrick”) in completion of the previously announced strategic investment in the Company by Barrick, and 23,442,050 Ordinary Shares pursuant to a brokered offering led by Pollitt & Co. Inc., as lead agent, together with Sprott Capital Partners, a division of Sprott Private Wealth LP, as agents (the “Agents”) to the Company. The Company also issued 2,000,000 Ordinary Shares to the seller in consideration for the 5% additional equity interest in RRM Colombia acquired by the Company.

In connection with the Financing Transactions, the Company (i) paid a total cash commission equal to 6.0% of the aggregate gross proceeds, and (ii) issued broker warrants (the “Broker Warrants”) equal to 6.0% of the Ordinary Shares sold, to the Agents. Each Broker Warrant entitles the holder to acquire one Ordinary Share at a price of $0.16 until February 15, 2020.

The net proceeds from the Financing Transactions are expected to be used for exploration and development at the Company’s Colombian and Nicaraguan properties and for general corporate and working capital purposes. All Ordinary Shares issued in the Financing Transactions are subject to a statutory four month hold period.