Royal Road Minerals Enters into Definitive Agreement for the Sale of Its 50% Interest in the Luna Roja Gold Project in Nicaragua

Toronto, Ontario--(Newsfile Corp. - March 1, 2021) - Royal Road Minerals Limited (TSXV: RYR) ("Royal Road" or the "Company") is pleased to announce that further to its news release dated December 17, 2020, it has entered into a definitive agreement (the "Definitive Agreement") with Mineros S.A. ("Mineros"), pursuant to which the Company has agreed to sell to Mineros its entire 50% interest in the Luna Roja Project, comprising the Monte Carmelo I and Monte Carmelo II mining concessions, in Nicaragua. The Luna Roja Project is currently jointly owned and operated by the Company and Hemco -Nicaragua S.A., a wholly-owned subsidiary of Mineros, pursuant to the terms of a strategic alliance agreement (the "Strategic Alliance Agreement") dated September 1, 2017 between the Company and as amended.

Under the terms of the Definitive Agreement, the Company agreed to sell and Mineros agreed to purchase the Company's 50% interest in the Luna Roja Project on the following key terms:

• Purchase Price - Mineros will pay to the Company a purchase price of (i) US$22.5 million payable in cash on the closing of the proposed transaction, plus (ii) a 1.25% net smelter royalty on all future mineral production from the Monte Carmelo I and Monte Carmelo II mining concessions commencing from the first production therefrom
• Expenditure Commitment - The Company will invest US$7.5 million over a five year period in exploration joint ventures carried on by Mineros and the Company

The transaction is expected to close on or around May 21, 2021. The Strategic Alliance Agreement will continue in effect with respect to the Company's other projects in Nicaragua, including its Caribe Project and other projects operated thereunder.

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") including statements relating to the proposed sale transaction described herein 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 transaction, 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 transaction, 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 proposed sale transaction 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 Mineros 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

+44 (0)1534 887166
+44 (0)7797 742800
[email protected]

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/75706