Romios Gold proposes name change, 1:10 rollback

Executive Summary

• Romios Gold Resources Inc. is proposing a name change to Oreterra Metals Corp. and a share consolidation (up to 10-for-1) to be voted on at the Annual General and Special Meeting scheduled for January 16, 2026.
• The corporate actions are intended to re-establish market appeal and facilitate a significant future financing required to execute a maiden drill program at the Trek South copper-gold porphyry prospect in British Columbia.
• Management states that the consolidation will not change individual shareholder value or proportional ownership but aims to create a more attractive capital structure for North American investors ahead of the planned 2026 drilling season.

Key Details

• Proposed Name Change: From Romios Gold Resources Inc. to Oreterra Metals Corp.
• Share Consolidation Ratio: Up to a maximum of 10 preconsolidation shares for 1 postconsolidation share, at the discretion of the Board of Directors.
• Current Share Count: 328,059,969 shares issued and outstanding.
• Post-Consolidation Share Count: Approximately 32,805,996 shares (assuming a 10-for-1 consolidation).
• Fractional Shares: No fractional shares will be issued; holdings will be rounded down to the next whole number with no cash consideration paid for fractions.
• Adjustment of Derivatives: All outstanding options and warrants will be adjusted by the consolidation ratio, and their exercise prices will be adjusted accordingly.
• Meeting Details: Annual General and Special Meeting (AGSM) scheduled for January 16, 2026. Voting materials will be available shortly.
• Approval Requirements: Requires approval by at least two-thirds of votes cast at the AGSM and approval from the TSX Venture Exchange.
• Strategic Rationale: Management cites the need to secure capital for a multiphased drill program at the Trek South prospect. An independent National Instrument 43-101 technical report is being finalized, including a recommended budget.
• Future Financing: Management proposes to undertake a significant financing shortly after the AGSM and regulatory approvals to fund the recommended exploration program.
• Trek South Prospect: Located in British Columbia's Golden Triangle, adjacent to Teck-Newmont's Galore Creek deposits. Features include mapping, sampling, magnetic, IP, and MT geophysical surveys indicating high discovery potential. A drill permit is in place, and first-ever drilling is planned for the 2026 field season.
• Other Assets:
  • Kinkaid Claims (Nevada): Former producers in the Walker Lane trend covering shallow Au-Ag-Cu workings.
  • Scossa Mine Property (Nevada): Former high-grade gold producer in the Sleeper trend.
  • Lundmark-Akow Lake (Ontario): 100% interest in a large-scale Au-Cu property adjacent to the Musselwhite mine, with encouraging VMS-style intersections.
  • NSR Interests: 2% NSR on McEwen Mining's Hislop property (Ontario) and 2% NSR on Enduro Metals' Newmont Lake property (BC).

Notable Quotes

• "Management is seeking approval for both steps in keeping with its recent efforts... to re-establish the company's market appeal and position it to drill the Trek South, B.C., copper-gold porphyry prospect in the 2026 field season, which in the view of management offers high potential for building value for shareholders."
• "North American investors generally find it undesirable to invest in early stage, prediscovery junior exploration companies that have greatly inflated capital structures. It is therefore management's view... that the consolidation will be essential to the success of the proposed financing effort... providing a basis, with the subsequent injection of new capital, for increasing the value of those individual holdings."