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)

News Market Reaction

+12.58%

1 alert

+12.58% News Effect

On the day this news was published, RRDMF gained 12.58%, reflecting a significant positive market reaction.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Shares issued: 27,772,523 shares Offering price: $0.18 per share Gross proceeds: $5,000,000 +5 more

8 metrics

Shares issued 27,772,523 shares Non-brokered LIFE financing at $0.18 per share

Offering price $0.18 per share Price for non-brokered LIFE financing

Gross proceeds $5,000,000 Total raised in non-brokered LIFE financing

Cash commissions $251,319.23 Aggregate commissions paid to eligible persons

Broker warrants 1,396,215 warrants Broker warrants exercisable at $0.18 for 36 months

Insider participation 4,502,223 shares Total shares subscribed by insiders in the Offering

Largest holder stake 15% equity stake Rio2 Limited’s approximate holding after the Offering

Warrant term 36 months Exercise period for broker warrants from closing date

Market Reality Check

Price: $0.1516 Vol: Volume 6,927 is at 0.12x ...

low vol

$0.1516 Last Close

Volume Volume 6,927 is at 0.12x the 20-day average, indicating subdued trading activity before this news. low

Technical Price at 0.1439 is trading above the 200-day MA of 0.10, while still 22.3% below the 52-week high of 0.1852.

Peers on Argus

RRDMF was up 3.57% ahead of this financing. Peers showed mixed moves: NOVO RES C...

RRDMF was up 3.57% ahead of this financing. Peers showed mixed moves: NOVO RES CORP up 2.34%, EMPEROR METALS up 3.39%, JAPAN GOLD up 0.96%, ABITIBI METALS down 3.97%, and BESRA GOLD flat, suggesting stock-specific rather than uniform sector trading.

Historical Context

5 past events · Latest: Nov 27 (Neutral)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Nov 27	Equity financing	Neutral	+12.6%	Closed $5M non-brokered LIFE financing to fund drilling programs.
Nov 17	Exploration results	Positive	-0.6%	Reported encouraging rock-chip channel sampling at Ash Shajjah prospect.
Oct 23	Management change	Negative	-7.7%	Resignation of a non-executive director from the company’s board.
Oct 06	Exploration results	Positive	+5.3%	First-pass scout drilling and sampling results from Jabal Sahabiyah project.
Sep 29	Project update	Positive	+36.4%	Update on Guintar-Margaritas project with strong gold-copper-silver intersections.

Pattern Detected

Recent history shows predominantly positive price reactions to exploration updates and financings, with one divergence on favorable sampling results.

Recent Company History

Over the last few months, Royal Road reported several exploration milestones and a board change. A Colombia project update on Sep 29 saw a 36.36% move, and Jabal Sahabiyah drill/trench results on Oct 6 coincided with a 5.31% gain. A director resignation on Oct 23 preceded a -7.74% reaction. Positive Saudi sampling on Nov 17 saw a slight -0.6% move. The current non-brokered LIFE financing on Nov 27 previously aligned with a 12.58% gain.

Market Pulse Summary

The stock surged +12.6% in the session following this news. A strong positive reaction aligns with p...

Analysis

The stock surged +12.6% in the session following this news. A strong positive reaction aligns with past instances where exploration progress and financings coincided with sizable moves, such as the 36.36% gain after the Guintar-Margaritas update and the 12.58% move on this same LIFE financing. Investors would still have to weigh dilution from 27,772,523 new shares and 1,396,215 broker warrants against the potential value of expanded drilling funded by the $5,000,000 raise.

Key Terms

non-brokered private placement, broker warrants, National Instrument 45-106, listed issuer financing exemption, +4 more

8 terms

non-brokered private placement financial

"it has successfully closed its non-brokered private placement offering"

A non-brokered private placement is when a company raises money by selling securities (such as shares or bonds) directly to a small group of chosen investors without using a broker or dealer as a middleman. For investors it matters because it can provide faster, lower-cost access to new investment opportunities but may bring higher risk, less liquidity and potential dilution of existing holdings compared with public offerings.

broker warrants financial

"issued an aggregate of 1,396,215 broker warrants (each, a "Broker Warrant")"

Broker warrants are short-term coupons given to underwriters or brokers during a share sale that let them buy company stock at a fixed price before a set date. They matter to investors because exercising those coupons can increase the number of shares outstanding, diluting existing holdings, and they create potential future selling pressure or upside depending on whether the exercise price is attractive—like a temporary option to buy at a discount.

National Instrument 45-106 regulatory

"in accordance with National Instrument 45-106 - Prospectus Exemptions"

A Canadian securities rule that lets companies sell shares or other investments without a full formal offering document when they meet specific conditions and provide required disclosure; it lays out the different exemptions, who can buy under them, and what information must be given. For investors it matters because these exemptions change how much information and legal protection they get — like buying from a farmer’s market vendor instead of a large supermarket, the potential for higher reward can come with less standardized disclosure and greater risk.

listed issuer financing exemption regulatory

"pursuant to the listed issuer financing exemption under Part 5A of NI 45-106"

A listed issuer financing exemption is a regulatory allowance that lets a publicly traded company raise money by selling securities without preparing a full, formal prospectus when specific conditions are met. Think of it as a permitted shortcut with guardrails: it speeds access to capital while still requiring certain disclosures and limits, and it matters to investors because it can dilute existing holdings, change ownership stakes, and quickly affect share price and company funding prospects.

related party transaction regulatory

"The Offering constituted a related party transaction within the meaning of TSX Venture"

A related party transaction is any deal or transfer of value between a company and people or entities with close ties to it — such as executives, major owners, family members, or affiliated businesses. Investors watch these transactions because they can favor insiders over outside shareholders, skirt fair market pricing, or hide risks; like selling your car to a relative at a friendly price, they require clear disclosure and scrutiny to judge impact on value.

Multilateral Instrument 61-101 regulatory

"and Multilateral Instrument 61-101 - Protection of Minority Security Holders"

Multilateral Instrument 61-101 is a securities regulation that sets rules for certain corporate deals—like mergers, asset sales, or related-party transactions—to protect minority shareholders by requiring extra disclosure, independent valuation and, in many cases, formal shareholder approval. Think of it as an impartial referee and checklist that forces companies to show the full playbook and get a vote or an independent price opinion, so investors can judge whether a proposed deal is fair and avoid being overridden by insiders.

material change report regulatory

"The Company did not file a material change report in respect of the related party"

A material change report is a public notice that a company must file and share whenever new information or an event is significant enough to likely influence an investor’s decision. Think of it like an urgent update board that tells shareholders about big shifts—such as major deals, leadership changes, sudden losses, or legal issues—so investors can reassess risk and value with the same facts everyone else has.

United States Securities Act of 1933 regulatory

"not been, and will not be, registered under the United States Securities Act of 1933"

A federal law that requires companies to provide clear, written information when they sell stocks, bonds or other investment securities to the public, and that outlaws misleading claims or fraud in those offerings. It matters to investors because it forces sellers to lay out the key facts — like a detailed menu for an unfamiliar restaurant — so buyers can compare options, understand risks, and rely on a legal framework if important information is omitted or deceptive.

AI-generated analysis. Not financial advice.

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.