Mr. Stephen Burega reports
ROMIOS PROPOSES NAME CHANGE AND SHARE CONSOLIDATION, ANNUAL GENERAL AND SPECIAL MEETING SCHEDULED FOR JANUARY 16, 2026
Romios Gold Resources Inc. will be seeking shareholder approval for a proposed name change to Oreterra Metals Corp. and a consolidation of the company's outstanding common shares on the basis of up to a maximum of 10 preconsolidation shares for one postconsolidation share at the discretion of the board of directors. Both the name change and the consolidation will be put to a shareholder vote at the company's forthcoming annual general and special meeting (AGSM) scheduled for Jan. 16, 2026, voting materials for which will be available shortly.
Rationale for proposed name change and share consolidation
Management is seeking approval for both steps in keeping with its recent efforts, exhibited in the period since June, 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. Planning toward a maiden Trek South drill program is well advanced and an independent National Instrument 43-101 technical report is being finalized, including a recommended budget for what is expected to be a multiphased program. Management has past experience in the same general area of British Columbia with successful exploration drilling programs on major porphyry copper-gold discoveries, and the financial resources required are considerable.
Subject to a shareholder vote at the AGSM in favour of the proposed name change and the consolidation, and the approval of the TSX Venture Exchange, management proposes to shortly thereafter undertake a significant financing on terms to be defined, to secure the capital required to execute on the program recommended in the National Instrument 43-101. 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, based upon experience and the opinion of market professionals, that the consolidation will be essential to the success of the proposed financing effort, noting that it will not change the value of individual shareholder positions in the company, nor their proportional ownership thereof, but rather provide a basis, with the subsequent injection of new capital, for increasing the value of those individual holdings.
Proposed consolidation
Prior to giving effect to the proposed consolidation, which will also affect all outstanding options and warrants of the company, the company currently has 328,059,969 shares issued and outstanding. Assuming a consolidation on the basis of 10 preconsolidation shares for one postconsolidation share, the company will have approximately 32,805,996 postconsolidation shares issued and outstanding. No fractional common shares will be issued upon the consolidation. In the event a holder of common shares would otherwise be entitled to receive a fractional common share in connection with the consolidation, the number of common shares to be received by such shareholder will be rounded down to the next whole number and no cash consideration will be paid in respect of fractional shares. Shareholders' proportional ownership in the company will remain unchanged following the consolidation.
The name change and consolidation are subject to the receipt of all necessary regulatory approvals, including the approval of the TSX Venture Exchange, and approval by at least two-thirds of the votes cast by the holders of shares present in person or by represented proxy at the AGSM. shareholders will be advised of the new stock symbol for the company when approved. It is anticipated that the consolidation will take effect some weeks following the Jan. 16, 2026, AGSM.
A letter of transmittal will be mailed to registered shareholders providing instructions with respect to surrendering share certificates representing preconsolidation shares in exchange for postconsolidation shares issued as a result of the proposed consolidation. All registered shareholders who submit a duly completed letter of transmittal along with their respective share certificate(s) representing the preconsolidation shares to the company's transfer agent, TSX Trust Company, will receive a certificate representing the postconsolidation shares. Until surrendered, each certificate representing preconsolidation shares will be deemed to represent the number of postconsolidation shares the holder would be entitled to receive as a result of the consolidation. Shareholders who hold their shares in brokerage accounts or in book-entry form are not required to take any action. Outstanding securities convertible or exercisable into common shares will also be adjusted by the consolidation ratio, and the exercise price of such securities will be adjusted accordingly.
About Romios Gold Resources Inc.
Romios Gold Resources is a TSX-V-listed mineral exploration company focused primarily on gold, copper and silver. The company has crafted an ambitious business plan to advance Romios, primarily by refocusing its efforts on achieving discoveries through the drill bit. The company holds several wholly owned porphyry copper-gold prospects in British Columbia's Golden Triangle, the most significant of which is the Trek South prospect, upon which a range of geosciences applied to it in the period since 2022 including mapping, sampling, magnetic, IP and MT geophysical surveys, have delivered high-order, complementary results that all vector to the same conclusion: that the target area offers high discovery potential. A drill permit is in place and an updated NI 43-101 with plan and budget is under preparation. Trek South is located adjacent to Teck-Newmont's Galore Creek deposits, presently undergoing prefeasibility studies and is bisected by the road right-of-way thereto. First-ever drilling of Trek South is planned for the 2026 field season.
Additional wholly owned interests include two former producers in Nevada: the Kinkaid claims in the Walker Lane trend covering numerous shallow Au-Ag-Cu (gold-silver-copper) workings over what is believed to be one or more porphyry centres, and the Scossa mine property in the Sleeper trend which is a former high-grade gold producer. The company also holds a 100-per-cent interest in the large-scale Lundmark-Akow Lake Au-Cu property adjacent to the northwest of the Musselwhite mine, where drilling by the company has produced highly encouraging, broad VMS-style Au-Cu intersections. Romios also retains a continuing interest in several properties including a 2-per-cent NSR (net smelter return) on McEwen Mining's Hislop gold property in Ontario and a 2-per-cent NSR on Enduro Metals' Newmont Lake Au-Cu-Ag property in British Columbia.
We seek Safe Harbor.
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