Royal Road Minerals Announces Closing of Non-Brokered LIFE Financing

Rhea-AI Summary

Royal Road Minerals (OTCQB: RRDMF; TSXV: RYR) closed a non-brokered private placement on November 27, 2025, issuing 27,772,523 shares at $0.18 per share for gross proceeds of $5,000,000 under the LIFE exemption (no Canadian hold period).

The company paid $251,319.23 in cash commissions and issued 1,396,215 broker warrants exercisable at $0.18 for 36 months. Insiders subscribed for 4,502,223 shares, and largest shareholder Rio2 retained an approximately 15% equity stake. Net proceeds will fund expanded drilling in Colombia and the Kingdom of Saudi Arabia.

Positive

• Gross proceeds of $5,000,000 from the Offering
• Issued 27,772,523 shares at $0.18 per share
• Net proceeds allocated to expanded drilling in Colombia and Saudi Arabia

Negative

• Insiders subscribed 4,502,223 shares, constituting a related party transaction
• Paid $251,319.23 in cash commissions plus 1,396,215 broker warrants (potential dilution)

Toronto, Ontario--(Newsfile Corp. - November 27, 2025) - Royal Road Minerals Limited. (TSXV: RYR) (OTCQB: RRDMF) (the "Company" or "Royal Road") is pleased to announce that, further to its press release of November 3, 2025, it has successfully closed its non-brokered private placement offering (the "Offering") through the issuance of 27,772,523 ordinary shares (each, a "Share") in the capital of the Company at a price of $0.18 per Share for gross proceeds of $5,000,000.

Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 - Prospectus Exemptions ("NI 45-106"), the Shares were offered for sale to purchasers resident in Canada and/or other qualifying jurisdictions pursuant to the listed issuer financing exemption under Part 5A of NI 45-106 as amended by CSA Coordinated Blanket Order 45-935 (the "LIFE Exemption"). Because the Offering was completed pursuant to the LIFE Exemption, the Shares issued pursuant to the Offering are not subject to a hold period pursuant to applicable Canadian securities laws. The Offering attracted solid interest from both existing and new investors.

The Company further confirms that its largest shareholder, Rio2 Limited, maintains its approximately 15% equity stake in Royal Road following completion of the Offering.

In connection with the closing of the Offering, the Company paid certain eligible persons cash commissions in the aggregate amount of $251,319.23 and issued an aggregate of 1,396,215 broker warrants (each, a "Broker Warrant"). Each Broker Warrant entitles the holder thereof to acquire one Share at a price of $0.18 per Share for a period of thirty-six (36) months from the closing of the Offering.

The net proceeds from the Offering will be used to expand drilling programs across Royal Road's properties in Colombia and the Kingdom of Saudi Arabia, as more specifically detailed in the Company's offering document dated November 3, 2025 prepared and filed in accordance with the LIFE Exemption.

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 4,502,223 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 of the Offering, which the Company deems reasonable in the circumstances in order to complete the Offering in an expeditious manner.

The securities issued pursuant to the Offering have not been, and will not be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements.

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 the Kingdoms of Saudi Arabia, Morocco and in Colombia. More information can be found on the Company's website www.royalroadminerals.com.

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 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, future economic conditions and courses of action, and assumptions related to government approvals, 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 on 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 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
Jessica Martins
Royal Road Minerals Limited
info@royalroadminerals.com
+44 1534 887166

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/276214

FAQ

What did Royal Road Minerals (RRDMF) announce on November 27, 2025?

Royal Road closed a LIFE private placement issuing 27,772,523 shares at $0.18 for total gross proceeds of $5,000,000.

How will Royal Road Minerals (RRDMF) use the $5,000,000 raised on November 27, 2025?

The net proceeds will fund expanded drilling programs across the company's properties in Colombia and the Kingdom of Saudi Arabia.

How many broker warrants were issued in Royal Road's November 27, 2025 financing and what are the terms?

The company issued 1,396,215 broker warrants, each exercisable for one share at $0.18 for 36 months from closing.

Did insiders participate in Royal Road Minerals' November 27, 2025 Offering (RRDMF)?

Yes; insiders subscribed for an aggregate of 4,502,223 shares, and the transaction was treated as a related party transaction.

What is Rio2's stake in Royal Road after the November 27, 2025 financing (RRDMF)?

The company confirmed Rio2 retains approximately a 15% equity stake following the Offering.