THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT INTENDED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES
All monetary amounts are expressed in Canadian Dollars, unless otherwise indicated.
August 4, 2020 – Toronto, Ontario: Royal Road Minerals Limited (TSXV:RYR) (“Royal Road” or the “Company”) is pleased to announce that further to its news release dated July 14, 2020, the Company has closed its previously announced “bought deal” prospectus offering, including the full exercise of the over-allotment option granted to the underwriters, through the issuance of an aggregate of 31,222,500 ordinary shares (the “Shares”) of the Company at a price of C$0.37 per Share (the “Offering Price”) for aggregate gross proceeds of C$11,552,325 (the “Offering”). The Offering was led by Stifel GMP (the “Lead Underwriter”), on behalf of a syndicate of underwriters, including Pollitt & Co. Inc., Sprott Capital Partners LP, Leede Jones Gable Inc. and Red Cloud Securities Inc. (together with the Lead Underwriter, the “Underwriters”).
As consideration for their services in connection with the Offering, the Underwriters received: (i) a cash commission of $693,139.50, being equal to 6% of the gross proceeds realized on the sale of the Ordinary Shares under the Offering; and (ii) an aggregate of 1,873,350 broker warrants (the “Broker Warrants”), exercisable to acquire such number of ordinary shares of the Company (each a “Broker Warrant Share”) representing 6% of the Ordinary Shares sold pursuant to the Offering. Each Broker Warrant entitles the holder thereof to acquire one Broker Warrant Share at the Offering Price for a period of twenty-four (24) months from the Closing Date.
The Company plans to use the net proceeds from the Offering to fund exploration expenditures at the Company’s exploration projects in Nicaragua and Colombia as well as for working capital and general corporate purposes.
The Shares were offered by way of a short form prospectus dated July 29, 2020, which was filed in all of the provinces of Canada, except Québec. The Shares were also sold to U.S. buyers on a private placement basis pursuant to an exemption from the registration requirements in Rule 144A of the United States Securities Act of 1933, as amended, and other jurisdictions outside of Canada and the United States.
The transaction constituted a “related party transaction” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”), as certain insiders of the Company, including Dr. Tim Coughlin, Peter Mullens, Jon Hill, Liz Wall and Agnico Eagle Mines Limited participated in the Offering. Such related party transactions are exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of securities being issued to the related parties nor the consideration being paid by the related parties exceeded 25% of the Company's market capitalization. The Company disclosed such related party participation at least 21 days prior to the completion of the Offering in a material change report dated July 23, 2020, which report can be found on the Company’s issuer profile on SEDAR at www.sedar.com.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended (the “1933 Act”) and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the 1933 Act, as amended, and application state securities laws.
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
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 press release.
Cautionary Statement Regarding Forward-Looking Information
This news release may contain certain information that constitutes forward-looking statements. Forward-looking statements are frequently characterized by words such as “plan,” “expect,” “project,” “intend,” “believe,” “anticipate” and other similar words, or statements that certain events or conditions “may” or “will” occur and include statements regarding the use of proceeds from the private placement transactions. Forward-looking statements are based on the opinions and estimates of management at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. These factors include the inherent risks involved in financing transactions, exploration and development of mineral properties, the hiring and retention of directors and officers, the uncertainties involved in interpreting drilling results and other geological data, fluctuating metal prices, permitting and licensing and other factors described above and in the Company’s most recent annual information form under the heading “Risk Factors”, which has been filed electronically by means of the Canadian Securities Administrators’ website located at www.sedar.com. The Company disclaims any obligation to update or revise any forward-looking statements if circumstances or management’s estimates or opinions should change. The reader is cautioned not to place undue reliance on forward-looking statements.=