Royal Road Minerals Announces Non-Brokered Private Placement Offering

Rhea-AI Summary

Royal Road Minerals (OTCQB: RRDMF; TSXV: RYR) announced a non-brokered private placement of up to 27,777,778 Shares at C$0.18 per Share to raise up to C$5,000,000. Proceeds are earmarked to expand drilling programs in Colombia and Saudi Arabia. The Offering uses the Listed Issuer Financing Exemption and Shares issued will not be subject to a Canadian hold period. Integrity Capital Group may act as a finder for fees up to 6% cash plus 6% brokers warrants and expenses up to C$10,000. Closing is expected on or before November 21, 2025, subject to Exchange and regulatory approvals.

Positive

• Up to C$5.0M gross proceeds targeted
• 27,777,778 Shares offered at C$0.18 per Share
• Proceeds allocated to drilling in Colombia and Saudi Arabia
• Shares issued under listed issuer exemption have no Canadian hold period

Negative

• Issuance of 27,777,778 Shares may dilute existing shareholders
• Finder fees up to 6% cash plus 6% brokers warrants dilute proceeds
• Closing is subject to Exchange approval and conditions
• Securities not registered in the United States; US persons restricted

Toronto Ontario--(Newsfile Corp. - November 3, 2025) - Royal Road Minerals Limited. (TSXV: RYR) (OTCQB: RRDMF) (the "Company" or "Royal Road") is pleased to announce a non-brokered private placement offering (the "Offering") of up to 27,777,778 ordinary shares of the Company (each, a "Share") at a price of C$0.18 per Share, for gross proceeds of up to C$5,000,000 (the "Offering"). Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 - Prospectus Exemptions ("NI 45-106"), the Ordinary Shares will be offered for sale to purchasers in all of the provinces in Canada, other than Quebec, 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 - Exemptions from Certain Conditions of the Listed Issuer Financing Exemption (the "Listed Issuer Financing Exemption"). Because the Offering is being completed pursuant to the Listed Issuer Financing Exemption, the Ordinary Shares issued pursuant to the Offering will not be subject to a hold period pursuant to applicable Canadian securities laws.

There is an offering document related to the Offering that can be accessed under the Company's issuer profile on SEDAR+ at www.sedarplus.ca and on the Company's website at https://www.royalroadminerals.com. Prospective investors should read the offering document before making an investment decision.

The Company has also engaged Integrity Capital Group Inc. ("Integrity") to act as a finder in connection with the offering and may pay fees in accordance with the policies of the TSX Venture Exchange (the "Exchange"), being a cash commission of up to 6.0% plus 6% in Brokers Warrants, on total proceeds, received from subscribers introduced to the Company by Integrity. The Company may also pay certain reasonable expenses incurred by Integrity up to a maximum of $10,000, exclusive of taxes.

The net proceeds of the Offering will be used to expand drilling programs across Royal Road's properties in Colombia and Saudi Arabia, as more specifically detailed in the Offering Document.

Closing is expected to occur on or before November 21, 2025. The Offering is subject to certain conditions, including, but not limited to, receipt of all necessary approvals, including the approval of the Exchange.

The securities issued pursuant to the Offering have not, nor will they 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 in the absence of U.S. registration or an applicable exemption from the U.S. registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in the United States or in any other jurisdiction in which such offer, solicitation or sale would be unlawful.

"With a new strategic shareholder in place and greater visibility across our portfolio, Royal Road is positioned to move decisively." Said Tim Coughlin, Royal Road's President and CEO. "The advancement of permitting activities in Colombia provides the opportunity to consolidate key titles and continue our drilling work at Guintar, where the Company has discovered a compelling new porphyry gold, copper and silver system. In parallel, we are preparing to drill exciting new gold targets in Saudi Arabia. This financing marks a timely and positive inflection point for Royal Road; one that will allow us to broaden our reach and communicate our story more effectively".

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

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/272939

FAQ

What is Royal Road Minerals' private placement size and price (RRDMF) on November 3, 2025?

Up to 27,777,778 Shares at C$0.18 per Share to raise up to C$5,000,000.

How will Royal Road (RRDMF) use the proceeds from the C$5M offering?

Net proceeds will fund expanded drilling programs in Colombia and Saudi Arabia.

When is the expected closing date for Royal Road's private placement (RRDMF)?

Closing is expected on or before November 21, 2025, subject to regulatory approvals.

Will Shares issued in Royal Road's offering be subject to a Canadian hold period?

No — Shares issued under the Listed Issuer Financing Exemption will not be subject to a hold period.

What finder fees did Royal Road disclose for the private placement (RRDMF)?

The company may pay up to 6% cash plus 6% brokers warrants and expenses up to C$10,000 to Integrity Capital Group.

Can U.S. investors subscribe to Royal Road's November 3, 2025 private placement (RRDMF)?

No — the securities have not and will not be registered under the U.S. Securities Act and are not available to U.S. persons.