19:35:58 EDT Thu 02 Oct 2025
Enter Symbol
or Name
USA
CA



Romios Gold Resources Inc
Symbol RG
Shares Issued 263,781,519
Close 2025-10-01 C$ 0.035
Market Cap C$ 9,232,353
Recent Sedar Documents

Romios Gold closes $968,386 debt settlement

2025-10-02 16:11 ET - News Release

Mr. Kevin Keough reports

ROMIOS ANNOUNCES CLOSING OF $968,000 INSIDER DEBT SETTLEMENT

Further to its press release of July 16, 2025, Romios Gold Resources Inc. has extinguished $968,386 of debt owed to certain former and current officers and directors in consideration for the issuance of 25,578,450 common shares of the company at a price of two cents per share.

"The settlement of this debt is a key step forward in the process now well under way, of reinvigorating Romios," said Kevin Keough, chief executive officer. "Our goal is to enter 2026 with a clean balance sheet and a fresh new look, positioned to achieve exploration success next season at our Trek South copper-gold prospect in B.C.'s Golden Triangle."

Anastasios (Tom) Drivas, a former director of the company and former president and chief executive officer, was owed $701,817.07 for salary for the period from February, 2016, to January, 2022. Mr. Drivas forgave $201,817.07 of accrued salary owed to him and settled his outstanding salary of $500,000 (the reduced salary) in consideration for the issuance of $245,000 of common shares at two cents per common share for a total of 12.25 million common shares. The company is also obligated to pay the remainder of his reduced salary, being $255,000, to the Canada Revenue Agency for source deductions by Nov. 15, 2025.

All securities issued pursuant to the closing of the debt settlement are subject to a statutory hold period expiring on Feb. 2, 2026.

The insider debt settlements are exempt from the valuation and minority shareholder approval requirements of Multilateral Instrument 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 issued to insiders did not exceed 25 per cent of its market capitalization.

Early warning disclosure regarding Mr. Drivas

Mr. Drivas, a former director of the company, has acquired 12.25 million common shares pursuant to the debt settlement.

Immediately prior to the completion of the debt settlement, Mr. Drivas beneficially owned, directly or indirectly, or exercised control or direction over, 21,192,287 common shares, 833,333 common share purchase warrants, with each warrant exercisable at five cents for one common share of the company, until Oct. 27, 2025, and 800,000 stock options exercisable at between five cents and eight cents until Jan. 14, 2026, representing approximately 7.03 per cent of the issued and outstanding common shares on a non-diluted basis and 7.54 per cent on a partially diluted basis.

Immediately following the closing of the debt settlement, Mr. Drivas now beneficially owns, directly or indirectly, or exercises control or direction over, 33,442,287 common shares and the warrants and options, representing approximately 10.23 per cent of the issued and outstanding common shares on a non-diluted basis and 10.68 per cent on a partially diluted basis.

Mr. Drivas has advised that the common shares were acquired for investment purposes and that he has no present intention to either increase or decrease his holdings in the company. Notwithstanding the foregoing, he has advised that he may increase or decrease his beneficial ownership, control or direction over common shares of the company through market transactions, private agreements, exercise of warrants, other treasury issuances or otherwise.

This news release is issued pursuant to National Instrument 62-103, The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, of the Canadian Securities Administrators, which also requires an early warning report to be filed with the applicable securities regulators containing additional information with respect to the foregoing matters. A copy of this early warning report in respect of this transaction will be available on the company's issuer profile on SEDAR+.

The company also wishes to announce the option agreement dated April 6, 2022, pursuant to which Copperhead Resources Inc. could have acquired a 75-per-cent ownership interest in the Red Line project from the company, has been terminated.

About Romios Gold Resources Inc.

Romios Gold Resources is a TSX Venture Exchange-listed mineral exploration company focused primarily on gold, copper and silver. The company has crafted an ambitious business plan to advance Romios in the second half of 2025 and into 2026, primarily by refocusing its efforts on achieving discoveries through the drill bit. The company holds several wholly owned porphyry copper-gold prospects in British Columbia's Golden Triangle, the most significant of which is the Trek South prospect, upon which a range of geosciences applied to it in the period since 2022, including mapping, sampling, magnetic, IP (induced polarization) and MT (magnetotelluric) geophysical surveys, have delivered high-order, complementary results that all vector to the same conclusion: that the target area offers high discovery potential and is among the best undrilled porphyry prospects in the province. A drill permit is in place and an updated NI 43-101 report with a plan and a budget is under preparation. Trek South is located adjacent to Teck-Newmont's Galore Creek deposits, presently undergoing prefeasibility studies, and is bisected by the road right-of-way thereto. First-ever drilling of Trek South is planned for the 2026 field season.

Additional wholly owned interests include two former producers in Nevada: the Kinkaid claims in the Walker Lane trend covering numerous shallow gold-silver-copper workings over what is believed to be one or more porphyry centres (source: J. Biczok, PGeo, June, 2025, Kinkaid gold-copper-silver project, Romios website), and the Scossa mine property in the Sleeper trend, which is a former high-grade gold producer (source: J. Biczok, PGeo, July, 2025, Scossa historic gold mine property, Romios website). The company also holds a 100-per-cent interest in the large-scale Lundmark-Akow Lake gold-copper property adjacent to the northwest of the Musselwhite mine, where drilling by the company has produced highly encouraging, broad VMS-style (volcanogenic massive sulphide) gold-copper intersections. Romios also retains a continuing interest in several properties, including a 2-per-cent net smelter return (NSR) royalty on McEwen Mining's Hislop gold property in Ontario and a 2-per-cent NSR royalty on Enduro Metals' Newmont Lake gold-copper-silver property in British Columbia.

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