| ||October 19, 2017|
Romios Announces Non-Brokered Offering And Existing Shareholder Offering
| ||TORONTO, ONTARIO, October 19, 2017 Romios Gold Resources Inc. ("Romios" or the "Company") (TSX.V -RG) (OTC-PK: RMIOF) (Frankfurt: D4R) is pleased to announce the offering of a non-brokered private placement of up to 8,000,000 flow-through units (the "FT Units") for up to $600,000 (the "FT Offering") and up to 6,666,666 working capital units (the "WC Unit") for up to $400,000 (the "WC Offering") for an aggregate of up to $1,000,000 (the "Offering"). Proceeds from the offering are expected to be used to advance the exploration program on the Company's promising Burgundy Ridge discovery located in the southern portion of the Newmont Lake Project Area within its large (75,996 hectares/187,786 acres) Golden Triangle Property in northwestern British Columbia, and other properties.|
Each FT Unit is priced at $0.075 and consists of one (1) common share and one-half (0.5) of a share purchase warrant. Each full warrant ("Warrant") entitles the holder to purchase one (1) common share (a "Warrant Share") at a price of $0.12 per Warrant Share until the date which is twelve (12) months following the Closing of the Offering.
Each WC Unit is priced at $0.06 and consists of one (1) common share and one (1) common share purchase warrant ("WC Warrant"). Each WC Warrant entitles the holder to purchase one (1) common share (a "WC Warrant Share") at a price of $0.12 per WC Warrant Share until the date which is twelve (12) months following the Closing of the Offering.
Eligible Finders may receive up to 7% of the value of proceeds of the sale of FT Units or WC Units in cash and up to 7% of the number of FT Units or WC Units sold in the form of broker warrants. Each broker warrant issued in respect of the sale of FT Units (the "FT Broker Warrants") entitles the holder to acquire one (1) common share of Romios at $0.075 for a period of twelve (12) months from the Closing of the Offering and each broker warrant issued in respect of the sale of WC Units (the "WC Broker Warrants") entitles the holder to acquire one (1) common share of Romios at $0.06 for a period of twelve (12) months from the Closing of the Offering.
Existing Shareholder Offering
The WC Offering will be open to participation by existing shareholders (the "Existing Shareholder Offering") resident in Canada as of the record date of October 18, 2017 (the "Record Date"). The Existing Shareholder Offering comprises up to 6,666,666 WC Units. The Existing Shareholder Offering will be open for a period of up to twenty eight (28) days, expiring on the earlier of November 16, 2017 and the closing of the WC Offering. There is no minimum offering. The maximum amount to be raised under the Existing Shareholder Offering is $400,000. All securities issued pursuant to the Existing Shareholder Offering are subject to a statutory four month hold period and regulatory approval.
The particulars of the WC Units are set out above.
The Company intends to use the proceeds raised under the Existing Shareholder Offering of up to $400,000 to maintain its existing operations, activities and assets. The use of proceeds of the Offering set out above will be adjusted pro rata subject to the funds raised on the Existing Shareholder Offering.
The Existing Shareholder Offering is open to all existing shareholders of the Company resident in Canada until the earlier of November 16, 2017 and the closing of the WC Offering. Shareholders interested in participating in the Existing Shareholder Offering should contact, or have their registered broker contact, Yvonne So, assistant to Bill Johnstone, Assistant Corporate Secretary of the Company, at firstname.lastname@example.org or (416) 865-6789 to obtain a copy of the subscription agreement for WC Units. Requests should be received by no later than November 9, 2017 so that subscription agreements can be signed and funds can be received by the Company by no later than November 14, 2017.
In the subscription agreements, subscribers will be required to represent that they held common shares of Romios on the Record Date and will continue to hold common shares on closing, indicate the total number of WC Units they wish to subscribe for at the price of $0.06 per WC Unit and provide funds (certified cheque or wire transfer) for the purchase of the WC Units. The Existing Shareholder Offering is being allocated to subscribers on a "first come, first served" basis wherein the subscribers who are first to submit a completed subscription agreement and pay the corresponding subscription proceeds will be accepted up until the maximum amount of the Existing Shareholder Offering is reached. The sale of the WC Units will remain open until the earlier of November 16, 2017 and the full subscription for the WC Offering.
In the event that there is an over-subscription for WC Units as at November 14, 2017, subscriptions will be adjusted pro rata (in proportion to the aggregate amount of cleared funds received) to reduce the offering to a maximum of $400,000 for WC Units. Although the Existing Shareholder Offering is not being offered pro rata, all shareholders of the Company effective as of the Record Date will be treated equally. However, the Company reserves the right not to accept subscription amounts of less than $1,200 (20,000 WC Units) in respect of WC Units to avoid disproportionate administrative costs. The Company is using other available exemptions to place the WC Offering.
The Existing Shareholder Offering is being made under Ontario Securities Commission Rule 45-501 Ontario Prospectus and Registration Exemptions relating to distributions to existing security holders and under Multilateral CSA Notice 45-313-Prospectus Exemption for Distributions to Existing Security Holders and the legislation adopted pursuant thereto in other jurisdictions in Canada, as well as under other applicable exemptions without issuing a prospectus. The existing shareholder exemption limits a shareholder to a maximum investment of $15,000 in a 12-month period unless the shareholder has obtained advice regarding the suitability of the investment from a person registered as an investment dealer.
The Offering is expected to close on or before November 16, 2017, subject to TSX Venture Exchange approval, or such other date as is agreed between the Company and the subscribers. All securities issued under the Offering are subject to a statutory four month hold period.
About Romios Gold Resources Inc.
Romios Gold Resources Inc., a progressive Canadian mineral exploration company established in 1995, is engaged in precious and base metal exploration primarily focused on gold, silver and copper in its properties in British Columbia centrally located between Galore Creek Mining Corporation's large copper-gold-silver deposit and Barrick's high grade gold mine at Eskay Creek. In addition to the Lundmark-Akow Lake and Hislop properties in Ontario, Romios has other property interests in Quebec and Nevada.
This News Release contains forward-looking statements which are typically preceded by, followed by or including 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 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, President and Director, (tel) 416-221-4124, (fax) 416-218-9772 or (email) email@example.com.
Frank van de Water, Chief Financial Officer and Director, (tel) 416-221-4124 or (email) firstname.lastname@example.org.
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