Caza Gold Corp. Announces Business Combination

VANCOUVER, BRITISH COLUMBIA--(Marketwired - Dec. 6, 2016) - Caza Gold Corp. (the "Company" or "Caza") (TSX VENTURE:CZY)(FRANKFURT:CZ6) -

Caza Gold Corp. announces today that its board of directors and the board of directors of Royal Road Minerals Limited (TSX VENTURE:RYR) ("Royal Road Minerals") have approved a proposed business combination by way of a friendly offer that Royal Road Minerals intends to make to acquire 100% of the outstanding common shares of Caza, and that Caza and Royal Road Minerals have signed a support agreement pursuant to which Caza's board of directors has unanimously agreed to support the Royal Road Minerals' offer.

Readers should note that Royal Road Minerals has not yet commenced the offer and should carefully review the cautionary statement set out below in this news release respecting the status of the offer and the factors that may cause Royal Road Minerals not to make the offer.

Highlights of the Transaction

For each Caza common share, Royal Road Minerals intends to offer 0.16 of a Royal Road Minerals ordinary share. Royal Road Minerals expects to issue approximately 22,608,321 ordinary shares pursuant to the transaction, representing approximately 34% of Royal Road Minerals' current outstanding ordinary shares.

The board of directors of Caza has unanimously determined that the Royal Road Minerals proposed offer is in the best interest of Caza's shareholders, and unanimously recommends that Caza shareholders tender their common shares to the offer, if and when made by Royal Road Minerals in accordance with the support agreement.

The proposed offer is also supported by Caza's largest shareholder, Polygon Mining Opportunity Master Fund ("Polygon") and by Caza's directors and officers who hold Caza common shares, whereby Polygon and these directors and officers have each entered into a lock up agreement with Royal Road Minerals and have agreed to tender all of their Caza common shares to the offer, if and when made by Royal Road Minerals in accordance with the support agreement. Collectively, these supporting shareholders beneficially hold an aggregate of 116,345,568 Caza common shares representing approximately 82.3% of the outstanding Caza common shares on both a non-diluted and fully-diluted "in the money" basis.