Rio2 acquires 39.85 million Royal Road shares

Executive Summary

• Rio2 Ltd. acquired 39,855,000 ordinary shares of Royal Road Minerals Ltd., representing ~15 % of the company’s issued and outstanding shares.
• The transaction was executed as a block trade on the TSX Venture Exchange at C$0.115 per share for an aggregate consideration of C$4,583,325.
• An Investor Rights Agreement grants Rio2 the right to maintain at least a 9.5 % ownership, participate in future equity financings, and appoint one board nominee once its stake reaches the threshold.

Key Details

• Shares Acquired: 39,855,000 ordinary shares (≈15 % of Royal Road’s non‑diluted share capital).
• Purchase Price: C$0.115 per share; total cash consideration C$4,583,325.
• Transaction Date: September 26 2025.
• Acquisition Method: Block trade on the TSX Venture Exchange, transferring a previously consolidated holding from a single investor to Rio2 and other institutional investors.
• Investor Rights Agreement Highlights:
• Rio2 must hold at least a 9.5 % stake to retain rights.
• Right to participate pro‑rata in any future equity financings to maintain its ownership level.
• Option to increase its holding up to 15 % post‑financing.
• Entitlement to designate one nominee to Royal Road’s board of directors once the 9.5 % threshold is met.
• Board Nominee Rights: Upon satisfying the 9.5 % ownership condition, Rio2 may appoint a director nominee.
• Strategic Rationale (CEO Statements):
• Rio2 seeks optionality and exposure to Royal Road’s prospective exploration projects in Saudi Arabia, Morocco, and Colombia while continuing focus on its flagship Fenix gold mine in Chile.
• The partnership is intended to provide mutual growth opportunities and support advancement of Royal Road’s assets.
• Regulatory Filing: The release accompanies an early‑warning report filed under National Instrument 62‑103 (Early Warning System).

Notable Quotes

“We are genuinely delighted to welcome Rio2… as our new shareholders and partners,” – Tim Coughlin, President & CEO, Royal Road Minerals Ltd.

“For us, this transaction is about optionality—gaining exposure to highly prospective exploration opportunities… while maintaining a clear focus on advancing our flagship Fenix gold mine in Chile,” – Alex Black, Executive Chairman, Rio2 Ltd.