Mr. Peter Main reports

RIZAL ANNOUNCES PRIVATE PLACEMENT OF CONVERTIBLE PROMISSORY NOTES

Rizal Resources Corp. (formerly Cadan Resources Corp.) has arranged a proposed brokered private placement financing of convertible promissory notes to raise gross proceeds of up to $3-million (Australian). The net proceeds of the private placement will be used to bring Rizal's flagship T'Boli project back in to production and finance working capital. Rizal will continue to investigate opportunities to recapitalize the company in the near term, including a potential cross-listing on the Australian Securities Exchange.

The notes to be issued under the private placement will have an aggregate principal amount of up to $3-million (U.S.), will capitalize interest at a rate of 12 per cent per annum, and have a maturity date of Dec. 31, 2017. The principal amount and interest of the notes will be convertible into common shares of Rizal and warrants of Rizal to purchase common shares as follows:

1. At any time prior to maturity, at the option of the noteholder, into:
   • Common shares listed on the TSX Venture Exchange at a conversion price of five cents;
   • For each common share issued on conversion, a warrant to purchase one common share listed on the TSX-V at an exercise price of six cents per share exercisable for a period of three years from the date of issuance of such warrant;
2. If Rizal files a prospectus to list the common shares on the ASX, at the option of the noteholder, into:
   • Common shares listed on the ASX in the form of what are known as chess depositary interests (CDIs) at a conversion price of five cents per share (adjusted for the Australian-to-Canadian-dollar exchange rate);
   • For each common share issued on conversion, a warrant to purchase one common share listed on the ASX at an exercise price of six cents per share (adjusted for the Australian-to-Canadian-dollar exchange rate) exercisable for a period of three years from the date of issuance of such warrant.

The private placement and the issuance of notes thereunder are subject to the 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 Dec. 31, 2016, and Jan. 23, 2017.

The company has engaged Azure Capital Ltd. to act as corporate adviser in relation to the private placement and to investigate opportunities to recapitalize the company in the near term. Agency fees of approximately 5 per cent of the gross proceeds of the private placement will be paid to agents in order to complete the private placement.

We seek Safe Harbor.