Romios Announces Closing of $968,000 Insider Debt Settlement

Executive Summary

• Romios Gold extinguished $968,386 of insider debt by issuing 25,578,450 common shares at $0.02 per share.
• Former director Tom Drivas settled $500,000 of accrued salary for 12,250,000 shares and will pay the remaining $255,000 to CRA by 15 Nov 2025.
• The transaction increases Drivas’s beneficial ownership to ~10.2% (non‑diluted) and terminates a prior option agreement with Copperhead Resources Inc.

Key Details

• Debt Settlement Structure:
• Total debt extinguished: $968,386.
• Shares issued: 25,578,450 common shares @ $0.02 per share.
• Tom Drivas Specifics:
• Salary owed (Feb 2016 – Jan 2022): $701,817.07.
• Forgiven amount: $201,817.07.
• Paid salary (“Reduced Salary”): $500,000 in exchange for 12,250,000 shares @ $0.02.
• Remaining CRA source‑deduction liability: $255,000, payable by 15 Nov 2025.
• Statutory Hold Period: All securities issued are subject to a hold until 2 Feb 2026.
• Regulatory Exemptions: Transaction qualifies for MI 61‑101 exemptions (fair market value ≤ 25% of market cap).
• Early Warning Disclosure – Ownership Changes:
• Pre‑settlement Drivas holdings: 21,192,287 shares, 833,333 warrants (exercisable @ $0.05), 800,000 options ($0.05–$0.08).
• Post‑settlement holdings: 33,442,287 shares plus existing warrants and options.
• Ownership percentages post‑settlement: ~10.23% non‑diluted, ~10.68% partially diluted.
• Intentions: Drivas states the shares were acquired for investment purposes with no immediate plan to buy or sell; may adjust holdings via market transactions, warrant exercises, etc.
• Termination of Prior Option Agreement: The April 6 2022 option agreement allowing Copperhead Resources Inc. to acquire a 75% interest in the Red Line Project has been terminated.

Notable Quotes

“The settlement of this debt is a key step forward in the process now well underway, of reinvigorating Romios… 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, CEO

All boilerplate, forward‑looking statements, and disclaimer text have been omitted for brevity.