Royal Road Minerals to acquire over 2000 square kilometers of appraised and prioritized mineral exploration titles and title applications containing drill-ready targets
March 5, 2018 – Toronto, Ontario: Royal Road Minerals Limited (TSXV:RYR) (“Royal Road” or the “Company”) is pleased to announce that it (the “Purchaser”) has entered into a definitive stock purchase agreement (the “Agreement”) with Compañía Kedahda Limited (the “Seller”), an affiliate of AngloGold Ashanti Limited (“AngloGold Ashanti”), to acquire Northern Colombia Holdings Limited (“NC Holdings”). NC Holdings in turn owns Exploraciones Northern Colombia SAS (“ENC”) which owns a title package (collectively, the “Titles”) comprised of mining concession agreements covering approximately 36,000 hectares of land, and the rights with respect to applications that have been made to acquire mining concessions over approximately 215,000 hectares of land, in prospective mineral belts in the Nariño, Cauca and Antioquia departments of Colombia (the “Transaction”).
Highlights of the Transaction
The Properties
The Titles are grouped into two blocks, the Southern Block, which is located contiguous with Royal Road’s existing 3500 square kilometers of exploration rights in Nariño Province and the Northern Block, which covers the well-known Middle Cauca Belt, a region hosting over 50 million ounces of recently discovered gold resources (see Figure 1). There are 16 currently identified individual gold project areas located within the title package and numerous underexplored areas which management believes host significant geologic potential. Royal Road’s initial focus will be on granted titles containing targets that can be moved to the drilling-stage as soon as possible. Some of these targets are as follows:
Transaction Details
All figures are in United States dollars unless otherwise indicated.
Under the terms of the Agreement, the Purchaser agreed to acquire from the Seller all of the issued and outstanding shares of NC Holdings. NC Holdings indirectly holds, through two wholly owned subsidiaries, all of the issued and outstanding shares of ENC, which is the holder of the mineral concession Titles and is the assignee of the rights to any Titles that are granted to AngloGold Ashanti Colombia S.A. (the “Assigning Company”), an affiliate of Anglo Ashanti, pursuant to title applications made by the Assigning Company to the National Mining Agency of Colombia (Agencia Nacional de Minería).
In consideration for the purchase of the shares of NC Holdings, the Company agreed to pay the Seller a purchase price of $4,655,462 on completion of the Transaction. In addition, the Company has granted the following contingent considerations to the Seller:
If the Seller exercises the Feasibility Option for a Specific Project, then the Company will no longer be required to pay the payments on and following commercial production for the Specific Project for which the Seller has exercised the Feasibility Option.
The Agreement contains customary representations, warranties, covenants and conditions for transactions similar to the Transaction. In addition, the obligations of the Company to complete the Transaction are subject to the fulfilment of certain conditions on or before the closing of the Transaction, including, among others, the following conditions:
The Transaction is expected to close on or before the date that is 60-days from March 4th 2019, subject to the approval of the TSX Venture Exchange and the other conditions precedent set out in the Agreement.
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.
The information in this news release was approved by Dr. Tim Coughlin, BSc (Geology), MSc (Exploration and Mining), PhD (Structural Geology), FAusIMM, President and Chief Executive Officer of Royal Road Minerals Limited and a qualified person as defined by National Instrument 43-101.
The title package contains numerous porphyry-style occurrences and two well-known porphyry copper and gold projects that whilst not ready, will be the short-term focus for Royal Road’s social and permitting teams
Further information is available by navigating to the dedicated landing page on the Company’s web site www.royalroadminerals.com
The foregoing exploration information and data contained in this news release was not prepared by the Company or the qualified person named below. Neither the Company nor such qualified person has independently verified the foregoing exploration results and data and the Company cautions that there is a risk that further exploration will not produce similar results.
In Colombia Royal Road Minerals operates through its wholly-owned Colombian companies Minerales Camino Real SAS founded in 2015 and Exploraciones Northern Colombia SAS acquired from previous owners in 2019. In Saudi Arabia the Royal Road Minerals operates through its 50% owned Saudi Arabian registered subsidiary, Royal Road Arabia. In Morocco Royal Road Minerals operates through its 100% owned subsidiary Minéraux Chemin Réel SARL AU.
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