NOT FOR DISSEMINATION, DISTRIBUTION, RELEASE, OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES
TORONTO, ONTARIO, October 7, 2021, Romios Gold Resources Inc. (“Romios” or the “Company”) (TSX.V-RG) (OTCQB: RMIOF) (Frankfurt: D4R) is pleased to announce the offering of a non-brokered private placement of up to 10,000,000 flow-through units (the “FT Units”) for up to $500,000 or up to 10,000,000 working capital units (the “WC Units”) for up to $500,000 or a combination thereof to a maximum of 10,000,000 units (the “Offering”).
Each FT Unit is priced at $0.05 and consists of one (1) common share and one-half (0.5) of a share purchase warrant. Each full warrant (a “Warrant”) entitles the holder to purchase one (1) common share (a “Warrant Share”) at a price of $0.08 per Warrant Share until the date which is twelve (12) months following the Closing of the Offering.
Each WC Unit is priced at $0.05 and consists of one (1) common share and one (1) common share purchase warrant (a “WC Warrant”). Each WC Warrant entitles the holder to purchase one (1) common share (a “WC Warrant Share”) at a price of $0.08 per WC Warrant Share until the date which is twelve (12) following the Closing of the Offering.
Eligible Finders may receive up to 6% of the value of proceeds on the sale of the WC Units and FT Units in cash and up to 6% of the number of FT Units or WC Units sold in the form of broker warrants. Each broker warrant (“Broker Warrants”) issued in relation to the sale of FT Units or WC Units entitles the holder to acquire one (1) common share of the Company at a price of $0.05 for twelve (12) months from the Closing of the Offering.
Funds will be used for exploration and working capital. All securities issued under the Offering are subject to a statutory four month hold period. The Offering is scheduled to close before the end of October and is subject to certain conditions including, but not limited to, TSX Venture Exchange approval.
Insiders of the Company will subscribe for up to $130,000 of FT Units and $25,000 of WC Units under 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 does not exceed 25% of its market capitalization.
The securities to be offered pursuant to the Offering have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) or any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, United States persons absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
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, silver and copper. It has 100% interest in the Lundmark-Akow Lake gold-copper property in northwestern Ontario and extensive claim holdings covering several significant porphyry copper-gold prospects in the “Golden Triangle” of British Columbia. Additional interests include two former producers, the La Corne molybdenum mine property (Quebec) and a former high-grade gold producer, the Scossa mine property (Nevada). The Company also retains a 2% NSR on the Hislop gold property and a 2% NSR and 20% carried (to pre-feasibility) interest in the Thunder Bay Silver properties in Ontario. For more information, visit www.romios.com
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. TSX Venture Exchange or its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) do not accept responsibility for the adequacy or accuracy of this release.
Neither 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.
For further information, please contact:
Tom Drivas, Chief Executive Officer and Director, (cell) 416-876-3957, (fax) 416-218-9772 or (email) firstname.lastname@example.org.
Stephen Burega, President, (cell) 647-515-3734, (email) email@example.com
John Biczok, P. Geo., Vice-President, Exploration, (tel) 613-410-7877 or (email) firstname.lastname@example.org
Frank van de Water, Chief Financial Officer and Director, (tel) 416-221-4124 or (email) email@example.com.