Toronto, Ontario – July 8, 2026 - Royal Road Minerals Limited (TSXV:RYR) (“Royal Road” or the “Company”) is pleased to announce that it has entered into an agreement with SCP Resource Finance LP (“SCP”) and Raymond James Ltd. ("Raymond James") as co-lead agents and co-bookrunners (collectively, the “Lead Agents”), on behalf of themselves and a syndicate of agents including Stifel Nicolaus Canada Inc. (collectively as the “Agents”), in connection with a "commercially reasonable efforts" private placement offering of up to 50,000,000 ordinary shares of the Company (the "Shares") at a price of C$0.20 per Share (the "Issue Price") for aggregate gross proceeds of up to C$10,000,000 (the "Offering"), with the Shares to be offered and sold pursuant to the Listed Issuer Financing Exemption (as defined herein). It is anticipated that Rio2 Limited will participate in the Offering to maintain their 15% position.
The net proceeds of the Offering shall be used for exploration activities in Colombia and for general corporate purposes.
Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 - Prospectus Exemptions ("NI 45-106"), the Shares will be offered for sale to purchasers resident in each of the 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 (the "Listed Issuer Financing Exemption"). As the Offering is being completed pursuant to the Listed Issuer Financing Exemption, the Shares issued pursuant to the Offering will not be subject to a statutory hold period pursuant to applicable Canadian securities laws. The Shares may also be 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 United States Securities Act of 1933, as amended (the "U.S. Securities Act"), 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.
There is an offering document (the "Offering Document") related to the Offering that can be accessed under the Company's issuer profile on SEDAR+ at www.sedarplus.ca and on the Company's website at www.royalroadminerals.com. Prospective investors should read the Offering Document before making an investment decision.
The Offering is expected to close on or about July 28, 2026, and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals, including the acceptance of the TSX Venture Exchange.
A cash commission equal to 6.0% on the gross proceeds of the Offering shall be paid to the Agents, subject to a reduction to purchasers on the President's List, the policies of the TSX Venture Exchange and applicable securities laws.
The Jersey Financial Services Commission has given, and has not withdrawn, its consent under Article 2 of the Control of Borrowing (Jersey) Order 1958 to the issue of Shares. It must be distinctly understood that, in giving this consent, neither the registrar of companies nor the Jersey Financial Services Commission takes any responsibility for the financial soundness of the Company or for the correctness of any statements made, or opinions expressed, with regard to it. The JFSC is protected by the Control of Borrowing (Jersey) Law 1947, as amended, against liability arising from the discharge of its functions under that law.
This offering document does not constitute a “prospectus” as defined by the Companies (Jersey) Law 1991.
This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, including any of the securities in the United States. The securities described herein have not been, and will not be, registered under the U.S. Securities Act or any state securities laws and may not be offered or sold within the United States or to, or for account or benefit of, U.S. Persons (as defined in Regulation S under the 1933 Act) unless registered under the U.S. Securities Act and applicable state securities laws, or an exemption from such registration requirements is available.
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. |
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