Rizal Announces Private Placement of Convertible Promissory Notes

VANCOUVER, BC--(Marketwired - December 23, 2016) -

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR RELEASE OR DISSEMINATION DIRECTLY, OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES. The securities described herein will not be and have not been registered under the U.S. Securities Act of 1933 (the "Securities Act") and may not be offered or sold in the United States or to U.S. persons (other than distributors) unless such securities are registered under the Securities Act, or an exemption from the registration requirements of the Securities Act is available.

Rizal Resources Corporation (formerly Cadan Resources Corporation) ("Rizal" or the "Company") (TSX VENTURE: RZL) is pleased to announce a proposed brokered private placement financing (the "Private Placement") of convertible promissory notes (the "Notes") to raise gross proceeds of up to A$3.0 million. The net proceeds of the Private Placement will be used to bring Rizal's flagship T'Boli project back in to production and fund working capital. Rizal will continue to investigate opportunities to recapitalise the Company in the near-term, including a potential cross-listing on the Australian Securities Exchange ("ASX").

The Notes to be issued under the Private Placement will have an aggregate principal amount of up to A$3.0 million, will capitalise interest at a rate of 12% per annum and have a maturity date of December 31, 2017. The principal amount and interest of the Notes will be convertible into Common Shares of Rizal ("Common Shares") and warrants of Rizal ("Warrants") to purchase Common Shares, as follows:

1. at any time prior to maturity, at the option of the Note holder, into:
   1. Common Shares listed on the TSX-V, at a conversion price of C$0.05; and
   2. for each Common Share issued on conversion, a Warrant to purchase one Common Share listed on the TSX-V, at an exercise price of C$0.06 per share exercisable for a period of 3 years from the date of issuance of such Warrant; or
2. if Rizal files a prospectus to list the Common Shares on the ASX, at the option of the Note holder, into:
   1. Common Shares listed on the ASX (in the form of what are known as Chess Depositary Interests ("CDIs"), at a conversion price of C$0.05 per share (adjusted for the Australian to Canadian dollar exchange rate); and
   2. for each Common Share issued on conversion, a Warrant to purchase one Common Share listed on the ASX, at an exercise price of C$0.06 per share (adjusted for the Australian to Canadian dollar exchange rate) exercisable for a period of 3 years from the date of issuance of such Warrant.

The Private Placement, and the issuance of Notes thereunder, is subject to approval of the TSX-V. The Private Placement is being offered to professional and sophisticated investors outside of Canada only, and is expected to close in two tranches, on or about December 31, 2016, and January 23, 2017.