Royal Road Minerals Secures $7.3 Million in Brokered Private Placement to Boost Colombian Exploration

Comprehensive Overview of the $7.3 Million Financing

On July 28, 2026, Royal Road Minerals announced the closing of its brokered private placement, initially disclosed in a July 8, 2026 press release. The offering included 36,525,000 ordinary shares priced at $0.20 each, generating gross proceeds of $7,305,000. This "commercially reasonable efforts" private placement was conducted under the Listed Issuer Financing Exemption as per National Instrument 45-106.

SCP Resource Finance LP and Raymond James Limited served as co-lead agents and co-bookrunners under an agency agreement dated July 28, 2026. Stifel Nicolaus Canada Inc. joined as an additional agent. The company paid total cash fees of $355,300 to the agents, consisting of $313,800 in commissions and a $41,500 corporate finance fee.

Regulatory Compliance and Securities Exemptions

Shares were issued to purchasers in select Canadian provinces, excluding Quebec, under the Listed Issuer Financing Exemption outlined in Part 5A of National Instrument 45-106, amended by Coordinated Blanket Order 45-935. This exemption allows shares to be issued without a statutory hold period, enabling immediate liquidity for investors.

Additionally, shares were offered in the United States and other jurisdictions outside Canada through private placements compliant with applicable laws. In the U.S., offerings were made pursuant to exemptions from registration requirements under the Securities Act of 1933, as amended. Outside Canada and the U.S., shares were offered on a private placement or equivalent basis without the need for prospectus or registration filings.

Insider Participation and Related Party Transaction Details

The placement qualifies as a related party transaction under TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101 (MI 61-101). Insiders subscribed for 10,250,000 shares, representing a significant portion of the total offering, underscoring their confidence in the company’s strategic direction and Colombian exploration prospects.

Royal Road Minerals relied on exemptions from valuation and minority shareholder approval requirements under MI 61-101 sections 5.5(b) and 5.7(1)(a), given it is not listed on a specified market and insider participation did not exceed 25% of market capitalization. The company opted not to file a material change report 21 days prior to closing, considering this approach appropriate for timely completion.

Institutional Backing and Shareholder Confidence

The offering was anchored by ongoing support from existing institutional and long-term shareholders, reflecting strong confidence in Royal Road’s Colombian exploration strategy. This institutional endorsement highlights sustained investor interest in the company’s mineral exploration and development despite broader market conditions.

The $7.305 million gross proceeds will enable the company to advance its drilling and exploration programs within one of Colombia’s largest and most promising mineral land positions. Robust institutional participation signals alignment with the company’s near- to medium-term operational objectives.

Allocation of Proceeds and Exploration Focus in Colombia

Net proceeds will primarily fund exploration activities within the Guintär-Alemán-Margaritas (GAM) district, including the ongoing drill program aimed at defining mineral resources. Secondary uses include general corporate purposes to support operational and administrative functions.

Royal Road Minerals is a mineral exploration and development company headquartered in Jersey, Channel Islands. Its mission focuses on discovering and developing significant copper and gold deposits using advanced technologies while minimizing environmental impact and ensuring biodiversity preservation. Colombia remains a key jurisdiction for its exploration efforts.

Market Listings and Investor Access

Royal Road Minerals trades on the TSX Venture Exchange under the symbol RYR, providing Canadian investors with direct access. It is also listed on the OTCQB as RRDMF for U.S. retail investors and on the Frankfurt Stock Exchange as RLU for European investors.

This multi-jurisdictional listing strategy reflects the company’s international investor base and operational reach. The TSX Venture Exchange remains its primary Canadian trading venue and regulatory disclosure platform.

Pending Exchange Approval

The offering awaits final approval from the TSX Venture Exchange. Although the transaction is substantially complete, formal regulatory sign-off is a standard procedural requirement and is not expected to delay the capital raise.

Neither the TSX Venture Exchange nor its Regulation Services Provider assumes responsibility for the announcement’s accuracy, consistent with typical disclaimers. Final exchange approval will conclude the capital raising process.

Forward-Looking Statements and Risk Factors

The announcement includes forward-looking statements concerning exploration plans, use of proceeds, drilling programs, and mineral resource development in Colombia and Saudi Arabia. These statements depend on assumptions about economic conditions, government approvals, and operational execution. Actual outcomes may differ materially, and the company does not commit to updating these statements if assumptions change.

Risks include market conditions, costs, government approvals, and other factors detailed in the company’s filings with Canadian securities regulators and other authorities. Investors should review these filings for comprehensive risk disclosures relevant to investment decisions.