TORONTO, ONTARIO - Nov. 17, 2006 - Romios Gold Resources Inc. ("Romios" or "the Corporation")(TSX VENTURE:RG) wishes to announce that the MineralFields Group has agreed to complete a $1,500,000 private placement (the "MineralFields Offering") by acquiring 5,000,000 flow-through units of the Corporation (the "FT Units") priced at $0.30 per FT Unit. Each FT Unit consists of one flow-through common share (each, a "FT Share") and one transferable non-flow-through warrant (each, a "Warrant"). Each Warrant shall entitle the holder to acquire a further common share (a "Common Share") at a price of $0.60 per share if exercised in the first year following closing and $0.90 if exercised in the second year following closing. The Warrants shall expire on the earlier of: (i) the second anniversary of closing; (ii) in the event that the closing price of the Common Shares on the TSX Venture Exchange (the "Exchange") is at least $0.80 for twenty (20) consecutive trading days and the 20th trading day (the "Final Trading Day") is on or before the first anniversary of closing, the date which is thirty (30) days from the Final Trading Day; and (iii) in the event that the closing price of the Common Shares of the Corporation is at least $1.20 for twenty (20) consecutive trading days, the date which is thirty (30) days from the Final Trading Day. The Corporation has agreed to pay to Limited Market Dealer Group a 5% finder's fee by issuing 250,000 Common Shares priced at $0.30 per share and warrants to acquire up to 500,000 Common Shares with the same terms as the Warrants. None of the securities issued to the Limited Market Dealer Group will be flow-through shares. The Corporation has also agreed to pay a cash due diligence fee of $75,000 plus G.S.T. representing 5% of the gross proceeds of the MineralField Offering.
The Corporation also wishes to announce that it is offering a further 1,666,667 FT Units with the same characteristics described above for additional gross proceeds of $500,000 (the "Additional Offering"). The Corporation may pay a finder's fee and/or commission of up to 10% of the gross proceeds and warrants to acquire up to 166,666 Common Shares (which shall not be flow-through shares) with the same terms as the Warrants.
Insiders may subscribe for up to $180,000 of the Additional Offering representing 600,000 FT Units. The insider private placements are exempt from the valuation and minority shareholder approval requirements of OSC Rule 61-501 (the "Rule") by virtue of the exemptions contain in section 5.5(2) and 5.7(2) of the Rule in that the fair market value of the consideration for the securities of the Corporation to be issued does not exceed 25% of its market capitalization.
The funds will be used for exploration on the Corporation's properties in British Columbia.
Cautionary Note Regarding Forward-Looking Statements: This Press Release contains forward-looking statements that involve risks and uncertainties, which may cause actual results to differ materially from the statements made. When used in this document, the words "may", "would", "could", "will", "intend", "plan", "anticipate", "believe", "estimate", "expect" and similar expressions are intended to identify forward-looking statements. Such statements reflect our current views with respect to future events and are subject to such risks and uncertainties. Many factors could cause our actual results to differ materially from the statements made, including those factors discussed in filings made by us with the Canadian securities regulatory authorities. Should one or more of these risks and uncertainties, such actual results of current exploration programs, the general risks associated with the mining industry, the price of gold and other metals, currency and interest rate fluctuations, increased competition and general economic and market factors, occur or should assumptions underlying the forward looking statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, or expected. We do not intend and do not assume any obligation to update these forward-looking statements. Shareholders are cautioned not to put undue reliance on such forward-looking statements.
The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this release.
Romios Gold Resources Inc.
President and Director
(416) 218-9772 (FAX)
Romios Gold Resources Inc.
Vice President Exploration and Director