Toronto, Ontario--(Newsfile Corp. - July 23, 2025) - Romios Gold Resources Inc. (TSXV: RG) (OTC Pink: RMIOF) (FSE: D4R) ("Romios Gold" or the "Company") is pleased to announce that it is proceeding with a non-brokered private placement of up to 25 million working capital units ("WC Units") priced at $0.02 per WC Unit for up to $500,000 (the "Offering").
Each WC Unit comprises one (1) common share of the Company priced at $0.02 and one full common share purchase warrant (a "WC Warrant") entitling the holder to acquire one (1) common share for three years exercisable at a price of $0.05 until two years following the closing of the Offering (the "Closing") and at $0.06 until the third anniversary of Closing.
Funds will be used for exploration and working capital. All securities issued under the Offering are subject to a four month and one day hold period. The transaction is subject to TSX Venture Exchange approval. No funds from the sale of the WC Units will be used for payments for investor relations activities. Up to 20% of the funds raised may be paid to non-arm's length parties for services provided to the Company following the Closing subject to the availability of funds. The funds from the sale of the WC Units will be allocated as to $50,000 to maintain the Company's properties in Nevada and the balance for general working capital.
Two insiders of the Company have subscribed for 5,500,000 WC Units for $110,000 and insiders may subscribe for a further 2,000,000 WC Units for a total of up to $150,000 of the Offering. The insider private placements are exempt from the valuation and minority shareholder approval requirements of Multilateral Instrument 61-101 ("MI 61-101") by virtue of the exemptions contained in sections 5.5(a) and 5.7(1) (a) of MI 61-101 in that the fair market value of the consideration for the securities of the Company which will be issued to the insiders will not exceed 25% of its market capitalization.
The securities described herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws, and accordingly, may not be offered or sold within the United States except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities requirements or pursuant to exemptions therefrom. This press release does not constitute an offer to sell or a solicitation to buy any securities in any jurisdiction.
About Romios Gold Resources Inc.:
Romios Gold Resources Inc. is a progressive Canadian mineral exploration company engaged in precious and base metal exploration, focused primarily on gold, copper and silver. The Company holds a 100% interest in the Lundmark-Akow Lake Au-Cu property plus four additional claim blocks in northwestern Ontario and extensive claim holdings covering several wholly-owned porphyry copper-gold prospects in British Columbia's "Golden Triangle", the most significant of which is the near road-accessible, drill-ready Trek South prospect, considered by many among the best new-to-science, undrilled porphyry prospects in the province. Additional interests include two former producers in Nevada: the Kinkaid claims in the Walker Lane Trend covering numerous shallow Au-Ag-Cu workings over what is believed to be one or more porphyry centres, and the Scossa mine property in the Sleeper Trend which is a former high-grade gold producer. The Company retains an ongoing interest in several properties including a 2% NSR on McEwen Mining's Hislop gold property in Ontario; a 2% NSR on Enduro Metals' Newmont Lake Au-Cu-Ag property in BC, and the Company has signed a definitive agreement with Copperhead Resources Inc. ("Copperhead") whereby Copperhead can acquire a 75% ownership interest in Romios' Red Line Property in BC.
For more information, please click here for Romios' website.
This news release contains forward-looking statements which are typically preceded by, followed by or include the words "believes", "expects", "anticipates", "estimates", "intends", "plans" or similar expressions. Forward-looking statements are not guarantees of future performance as they involve risks, uncertainties and assumptions. We do not intend and do not assume any obligation to update these forward-looking statements and shareholders are cautioned not to put undue reliance on such statements. Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accept responsibility for the adequacy or accuracy of this release.
For further information, please contact:
Kevin M. Keough, CEO - (613) 219-9317 or kkeoughgeo@gmail.com
Stephen Burega, President - (647) 515-3734 or sburega@romios.com
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SOURCE: Romios Gold Resources Inc.
