Royal Road Minerals closes brokered LIFE offering

Toronto, Ontario--(Newsfile Corp. - July 28, 2026) - Royal Road Minerals Limited (TSXV: RYR) ("Royal Road" or the "Company") is pleased to announce that, further to its press release of July 8, 2026, it has closed its previously announced brokered "commercially reasonable efforts" private placement offering pursuant to the Listed Issuer Financing Exemption (as defined below) of an aggregate of 36,525,000 ordinary shares (the " Shares ") in the capital of the Company at a price of $0.20 per Share for aggregate gross proceeds of $7,305,000 (the " Offering "). SCP Resource Finance LP (" SCP ") and Raymond James Limited (" Raymond James ") as co-lead agents and co-bookrunners (collectively, the " Lead Agents "), on behalf of themselves and a syndicate of agents including Stifel Nicolaus Canada Inc. (collectively as the " Agents ") pursuant to the terms of an agency agreement dated July 28, 2026. The net proceeds of the Offering will be used to advance exploration across the Company's Guintär-Alemán-Margaritas (" GAM ") district in Colombia, including its ongoing drill program, and for general corporate purposes, as more particularly described in the offering document dated July 8, 2026, which is available under the Company's profile at www.sedarplus.ca and on the Company's website.

In accordance with National Instrument 45-106 - Prospectus Exemptions (" NI 45-106 "), the Shares were issued to purchasers resident in certain provinces of Canada, except Quebec, pursuant to the listed issuer financing exemption under Part 5A of NI 45-106, as amended by Coordinated Blanket Order 45-935 - Exemptions from Certain Conditions of the Listed Issuer Financing Exemption (the " Listed Issuer Financing Exemption "). Pursuant to the Listed Issuer Financing Exemption, the Shares issued pursuant to the Offering are not subject to a statutory hold period pursuant to applicable Canadian securities laws. The Shares were also offered in the United States or to, or for the account or benefit of, U.S. persons, by way of private placement pursuant to exemptions from the registration requirements of the United States Securities Act of 1933, as amended (the " U.S. Securities Act "), and in jurisdictions outside of Canada and the United States on a private placement or equivalent basis, in each case in accordance with all applicable laws, provided that no prospectus, registration statement or other similar document is required to be filed in such jurisdiction.

The Offering was anchored by continued support from the Company's existing institutional and long-term shareholders, reflecting continued confidence in Royal Road's Colombian exploration strategy. The financing provides the Company with a strong treasury to execute its planned drilling and exploration programs and to continue advancing one of Colombia's largest and most prospective mineral land positions. In connection with the Offering, the Company paid the Agents aggregate cash fees of $355,300, consisting of a commission of $313,800 and a corporate finance fee of $41,500.

The Offering is subject to final approval by the TSX Venture Exchange. 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 10,250,000 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.