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Toronto, Ontario--(Newsfile Corp. - December 23, 2024) - Romios Gold Resources Inc. (TSXV: RG) (OTCQB: RMIOF) (FSE: D4R) ("Romios Gold" or the "Company") is pleased to announce that it is proceeding with a non-brokered private placement of up to 2,500,000 flow-through units ("FT Units") priced at $0.03 per FT Unit for up to $75,000 (the "Offering").
Each FT Unit consists of one (1) flow-through Common Share ("FT Share") priced at $0.03 per FT Share and one (1) common share purchase warrant (a "Warrant") with each Warrant entitling the holder to acquire one (1) common share of the Company (a "Warrant Share") at a price of $0.05 until the earlier of (i) five (5) years from the closing of the Offering (the "Closing"); and (ii) in the event that the closing price of the Common Shares on the TSX Venture Exchange is at least $0.075 for ten (10) consecutive trading days, and the 10th trading day (the "Final Trading Day") is at least four (4) months from the Closing, the date which is thirty (30) days from the Final Trading Day (the "Trigger Date").
The gross proceeds from the Offering will be used for Canadian Exploration Expenses (within the meaning of the Income Tax Act (Canada) (the "Tax Act")) which qualify as a "flow-through mining expenditure" for purposes of the Tax Act related to the exploration program of the Company to be conducted on the Company's properties located in British Columbia and Ontario. The Company will renounce such Canadian Exploration Expenses with an effective date of no later than December 31, 2024.
Eligible finders will be paid 7% cash and be issued broker warrants equal to 9% of the number of FT Units placed by the finder. Each broker warrant issued entitles the holder to acquire one (1) common share of the Company at a price of $0.05 until the earlier of (i) five (5) years from Closing; and (ii) the Trigger Date.
Funds will be used for exploration. All securities issued under the Offering are subject to a four month and one day hold period. The transaction is subject to TSX Venture Exchange approval. No funds from the sale of the FT Units will be used for payments to non-arm's length parties or for investor relations activities. The funds from the sale of the FT Units will be allocated as to $75,000 for exploration.
The securities described herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws, and accordingly, may not be offered or sold within the United States except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities requirements or pursuant to exemptions therefrom. This press release does not constitute an offer to sell or a solicitation to buy any securities in any jurisdiction.