NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES
Toronto, Ontario – July 28, 2026 - Royal Road Minerals Limited
(TSXV:RYR) (“Royal Road” or the “Company”) is pleased to announce that, further to its press release of
July 8, 2026, it has closed its previously announced brokered "commercially reasonable efforts" private placement offering pursuant to the Listed Issuer Financing Exemption (as defined below) of an aggregate of 36,525,000 ordinary shares (the
"Shares") in the capital of the Company at a price of $0.20 per Share for aggregate gross proceeds of $7,305,000 (the
"Offering").
SCP Resource Finance LP (
“SCP”) and Raymond James Limited (
"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”) 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 Guintär-Alemán-Margaritas (
"GAM") district in Colombia, including its ongoing 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 www.sedarplus.ca and on the Company's website.
In accordance with National Instrument 45-106 - Prospectus Exemptions (
"NI 45-106"), 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 (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 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.
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 (
"MI 61-101") as insiders of the Company subscribed for an aggregate of 10,250,000 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% 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 in order to complete the Offering in an expeditious manner.
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.
About Royal Road Minerals:Royal Road Minerals is a mineral exploration and development company with its head office and technical-operations center 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. More information can be found on the Company’s website www.royalroadminerals.com.
Cautionary statement
This news release contains certain statements that constitute forward-looking information and forward-looking statements within the meaning of applicable securities laws (collectively, "forward-looking statements") describing the Company's future plans and the expectations of its management that a stated result or condition will occur. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company, or developments in the Company's business or in the mineral resources industry, to differ materially from the anticipated 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, the use of proceeds of the Offering, the Company’s exploration plans and planned drilling programs, final approval of the Offering by the TSX Venture Exchange, future economic conditions and courses of action, 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-looking statements of the Company contained in this news release, which may prove to be incorrect, include, but are not limited to the Company's exploration plans.
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 Company's business plans or operations will be achieved. The risks and uncertainties that may affect forward-looking statements include, among others: economic market conditions, anticipated costs and expenditures, government approvals, and other risks detailed from time to time in the Company's filings with Canadian provincial securities regulators or other applicable regulatory authorities. Forward-looking statements included herein are based on the current plans, estimates, projections, beliefs and opinions of the Company's management and the Company does not undertake any obligation to update forward-looking statements should assumptions related to these plans, estimates, projections, beliefs and opinions change.
Contact
Ben Butlin
Royal Road Minerals Limited
info@royalroadminerals.com
+44 1534 887166
