Toronto, Ontario--(Newsfile Corp. - January 19, 2017) - Royal Road Minerals Limited (TSXV: RYR) ("Royal Road Minerals" or the
"Company"), a gold focused mineral exploration and development company, is pleased to announce that it has appointed Pollitt & Co.
to lead a syndicate of agents, including Echelon Wealth Partners Inc. and M Partners Inc. (the "Agents") to conduct a private
placement offering (the "Offering"), on a best efforts agency basis, of up to 30,000,000 units (each a "Unit") of the Company at a
purchase price of C$0.10 per Unit for aggregate gross proceeds of up to C$3.0 million. Each Unit will be comprised of one ordinary
share of the Company and one-half of one ordinary share purchase warrant (each whole warrant, a "Warrant"). Each Warrant will
entitle the holder thereof to acquire one ordinary share of the Company at a price C$0.20 for a period of 24 months from the date
of issuance.
The net proceeds of the Offering is intended to be used by the Company to help finance its planned operations in Colombia and
its anticipated operations in Nicaragua following any successful completion of its previously announced intended acquisition of
Caza Gold Corp.
The closing date for the private placement is scheduled to occur on or about February 17, 2017. Closing of the Offering is
subject to the approval of the TSX Venture Exchange. All the securities issued under the Offering are subject to resale
restrictions under applicable securities laws. In consideration of the Agents' services, the Company has agreed to pay the Agents a
cash commission of 6.0% of the gross proceeds of the Private Placement. The Agents will also receive broker warrants (the "Broker
Warrants") equal to 6.0% of the securities sold pursuant to the Private Placement. Each Broker Warrant entitles the holder to
acquire one common share of the Company at a price of $0.20 until the date that is 24 months from the closing of the Private
Placement.
The securities to be issued under the Offering have not been, and will not be, registered under the United States Securities Act
of 1933, as amended (the "U.S. Securities Act"), or any state securities laws, and accordingly, may not be offered or sold within
the United States except in compliance with the registration requirements of the U.S. Securities Act and applicable state
securities requirements or pursuant to exemptions therefrom. This news release does not constitute an offer to sell or a
solicitation of an offer to buy any of the Company's securities in the United States.
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.
Cautionary statement:
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 Option Agreement.
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 the hiring and
retention of directors and officers, exploration and development of mineral properties, mine site planning and development, 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.
For further information please contact:
Dr. Tim Coughlin
President and Chief Executive Officer
USA-Canada toll free 1800 6389205
+44 (0)1534 887166
+44 (0)7797 742800
info@royalroadminerals.com
