Royal Road Minerals Enters into Letter of Intent with Mineros S.A. for Colombian Joint Venture

Toronto, Ontario–(Newsfile Corp. – December 23, 2019) – Royal Road Minerals Limited (TSXV: RYR) (“Royal Road” or the “Company“) is pleased to announce that it has entered into a Letter of Intent (the “LOI“) with Mineros S.A. (“Mineros“) in relation to the Company’s Guintar and Niverengo concessions and its Margaritas title application (“GNM Project“) in Antioquia District, Colombia. Mineros is a Colombian public company engaged in the business of gold mining and listed on the Colombian Stock Exchange. Royal Road currently operates in Nicaragua under a separate exploration strategic alliance formed in September 2017 with Mineros’s subsidiary, Hemco Nicaragua S.A.

Pursuant to the LOI, the parties intend to negotiate and enter into a definitive agreement (the “Definitive Agreement“) as soon as practicable, but in any case before January 30, 2020. The LOI provides that the Definitive Agreement would contain the following basic terms:

  • Mineros would pay to Royal Road the sum of USD $1 million on execution of the Definitive Agreement
  • Mineros and Royal Road would agree to an initial exploration program and budget for the exploration of the GNM Project
  • Mineros would fund all exploration costs up to a total of USD $2.5 million
  • After spending at-least USD $1 million, Mineros would have the option to acquire 25% of the GNM Project and to transfer titles and title applications to a new special purpose company (the “Project Company“), initially to be owned as to 75% by Royal Road and as to 25% by Mineros
  • After spending at least a total of USD $2.5 million, Mineros would acquire 50% of the Project Company and the parties would operate the Project Company on a joint venture basis
  • The parties would thereafter jointly fund the operations of the Project Company and the parties’ respective interests would be subject to dilution under a standard formula, provided that if any party dilutes to 30%, it would have a one-time right to contribute any funding shortfall and restore its pre-dilution ownership interest
  • If a party’s interest is diluted to below 15%, such interest would convert to 1.5% net smelter royalty
  • The Company would be the operator of the exploration of the GNM Project for so long as it maintains not less than a 50% ownership interest in the GNM Project

“We are pleased to expand our close relationship with Mineros and to have the opportunity to replicate our successful partnership in Nicaragua,” said Tim Coughlin, Royal Road’s President and CEO. “Exploration work at the GNM Project will focus primarily on drill testing the recently permitted Niverengo and Guintar projects with a view to defining an initial inferred resource in the second half of 2020. We will also be pushing to ensure the rapid conversion of the exciting Margaritas application area to a concession contract so that scout drilling may commence there as soon as possible.”

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.

The information in this news release was approved by Dr. Tim Coughlin, BSc (Geology), MSc (Exploration and Mining), PhD (Structural Geology), FAusIMM, President and Chief Executive Officer of Royal Road Minerals Limited and a qualified person as defined by National Instrument 43-101.

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”) including statements relating to the Acquisition and those 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, or with respect to the letter of intent and the proposed Definitive Agreement and transactions contemplated thereby, 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, those related to the Acquisition, the Company and the Company’s plans exploration plans.

The Company cautions you not to place undue reliance upon any such forward-looking statements, which speak only as of the date they are made. There is no guarantee that the anticipated benefits of the Acquisition and 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, in part, on information provided to the Company by Anglo Ashanti and its affiliates, and, except as required by law, the Company does not undertake any obligation to update forward-looking statements should assumptions related to these plans, estimates, projections, beliefs and opinions change.

For further information please contact:
Dr. Timothy Coughlin
President and Chief Executive Officer

USA-Canada toll free 1800 6389205
+44 (0)1534 887166
+44 (0)7797 742800
[email protected]

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