Romios Gold closes $968,386 debt settlement

Executive Summary

• Romios Gold Resources extinguished $968,386 of insider debt by issuing 25,578,450 common shares at C$0.02 per share.
• Former director Anastasios “Tom” Drivas received 12.25 million shares for a reduced salary settlement and now holds ~10.2% of the company on a non‑diluted basis.
• The company terminated its April 6, 2022 option agreement with Copperhead Resources that would have allowed Copperhead to acquire a 75% interest in the Red Line project.

Key Details

• Debt Extinguished: $968,386 owed to former/current officers and directors.
• Share Issuance for Settlement: 25,578,450 common shares issued at C$0.02 per share (total consideration ≈ C$511,569).
• Tom Drivas Settlement:
• Salary owed: $701,817.07 (Feb 2016 – Jan 2022).
• Forgiven amount: $201,817.07; settled salary reduced to $500,000.
• Received 12.25 million common shares at C$0.02 per share (C$245,000 total).
• Additional obligation: pay $255,000 to CRA for source deductions by 15 Nov 2025.
• Statutory Hold Period: All securities issued are subject to a hold until 2 Feb 2026.
• Regulatory Exemptions: Settlement exempt from valuation and minority‑shareholder approval under MI 61‑101 (consideration ≤ 25% of market cap).
• Insider Ownership – Pre‑Settlement:
• 21,192,287 common shares, 833,333 warrants (exercisable at C$0.05), 800,000 stock options (C$0.05–C$0.08).
• Represented ~7.03% (non‑diluted) / 7.54% (partially diluted) of outstanding shares.
• Insider Ownership – Post‑Settlement:
• 33,442,287 common shares plus existing warrants and options.
• Represents ~10.23% (non‑diluted) / 10.68% (partially diluted).
• Drivas’ Intentions: Shares acquired for investment; no current plan to change holdings, though future transactions remain possible.
• Early Warning Disclosure: Issued pursuant to NI 62‑103; full report available on SEDAR+.
• Termination of Option Agreement: The April 6, 2022 option with Copperhead Resources (right to acquire 75% of the Red Line project) has been terminated.

Notable Quotes

“The settlement of this debt is a key step forward in the process now well under way, of reinvigorating Romios,” – 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…” – Kevin Keough.