Romios Gold Resources Inc. (TSX-V: RG) wishes to announce that it is offering up to 14,000,000 common shares on a flow-through basis (the "FT Shares") priced at $0.15 per FT Share for gross proceeds of up to $2,100,000 (the "FT Offering"). The Corporation may pay a finder's fee and/or commission of up to 9% in cash and/or shares priced at $0.15 per share and warrants to acquire that number of common shares equal to 8% of the number of FT Shares subscribed for with each warrant exercisable at a price of $0.15 per common share for a period of two years from closing. Mineralfields Group has agreed to subscribe for 10,000,000 FT Shares for total proceeds of $1,500,000.
In addition, Romios is offering up to 4,000,000 units (the "Units") priced at $0.13 per Unit with each Unit consisting of one common share (the "Share") and one-half of a share purchase warrant (a "Warrant") with each full Warrant entitling the holder to acquire a further share at a price of $0.30 per Share for a period of one year from Closing for gross proceeds of up to $520,000 (the "WC Offering"). The Corporation may pay a finder's fee and/or commission in respect of the WC Offering.
Insiders may subscribe for up to $240,000 of the FT Offering representing up to 1,600,000 FT Shares and for up to $39,000 of the WC Offering representing up to 300,000 Units. The insider private placements are exempt from the valuation and minority shareholder approval requirements of Multilateral Instrument 61-101 ("MI61-101") by virtue of the exemptions contain in section 5.5(a) and 5.7(1)(a) of MI61-101 in that the fair market value of the consideration for the securities of the Corporation to be issued to insiders does not exceed 25% of its market capitalization.
The proceeds from the FT Offering will be used for exploration on the Corporation's properties in Canada and the net proceeds from the WC Offering will be used for working capital. The completion of the FT Offering and the WC Offering are subject to the approval of the TSX Venture Exchange.
"We are very pleased to be continuing our relationship with MineralFields Group", said Tom Drivas, President and Chief Executive Officer. "This is an important milestone in the growth of Romios Gold and we look forward to working with MineralFields Group as we develop our properties. This is the second financing to be completed by Mineralfields in Romios."
About MineralFields, Pathway and First Canadian Securities (r)
MineralFields Group (a division of Pathway Asset Management), based in Toronto and Vancouver, is a mining fund with significant assets under administration that offers its tax-advantaged super flow-through limited partnerships to investors throughout Canada as well as hard-dollar resource limited partnerships to investors throughout the world. Pathway Asset Management also specializes in the manufacturing and distribution of structured products and mutual funds (including the Pathway Multi Series Funds Inc. corporate-class mutual fund series). Information about MineralFields Group is available at www.mineralfields.com. First Canadian Securities (r) is active in leading resource financings (both flow-through and hard dollar PIPE financings) on competitive, effective and service-friendly terms, and offers investment banking, mergers and acquisitions, and mining industry consulting, services to resource companies. MineralFields and Pathway have financed several hundred mining and oil and gas exploration companies to date through First Canadian Securities (r).".
About Romios Gold Resources Inc.
Romios Gold Resources Inc., a progressive Canadian mineral exploration company established in 1995, is headquartered in Toronto and is actively engaged in precious and base metal exploration across North America with a primary focus on gold, silver and copper. Romios has significant property interests in British Columbia, Ontario and Nevada. The Corporation has undertaken extensive exploration work on its Galore Creek area properties in British Columbia, which are centrally located between Nova Gold's large gold-copper-silver deposit and Barrick's high grade gold mine at Eskay Creek.
For further information, please contact:
Tom Drivas, President and Director: (tel) 416-221-4124, (fax) 416-218-9772 or (email) firstname.lastname@example.org
Thomas Skimming, Vice President of Exploration and Director: (tel) 416-444-0900, (fax) 416-444-0586 or (email) email@example.com
The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this release.
Exchange Listings and Symbols: TSX-V:RG, NASDAQ OTC:RMIOF, Frankfurt:D4R.
25 Adelaide Street East, Suite 1010
Toronto, ON Canada, M5C 3A1
Tel: 416-221-4124, Fax: 416 218-9772
Contact: Tom Drivas, President
Email Address: firstname.lastname@example.org
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, except as required by law. Shareholders are cautioned not to put undue reliance on such forward-looking statements.