Romios Gold Resources Inc.
TSX VENTURE : RG

Romios Gold Resources Inc.

January 02, 2007 15:30 ET

Romios Announces Final Closing of Private Placement

TORONTO, ONTARIO--(CCNMatthews - Jan. 2, 2007) - Romios Gold Resources Inc. ("Romios" or "the Corporation") (TSX VENTURE:RG) wishes to announce that further to its press release dated November 17, 2006 and November 29, 2006, the Corporation decided to increase its offering of FT Units based upon the availability of flow-through funds. It has completed a final closing of its non-brokered private placement by issuing a further 4,466,333 units (the "FT Units") priced at $0.30 per FT Unit for gross proceeds of $1,339,900. Each FT Unit consists of one flow-through common share (each, a "FT Share") and one transferable non-flow-through warrant (each, a "Warrant"). Each Warrant shall entitle the holder to acquire a further common share (a "Common Share") at a price of $0.60 per share if exercised in the first year following closing and $0.90 if exercised in the second year following closing. The Warrants shall expire on the earlier of: (i) the second anniversary of closing; (ii) in the event that the closing price of the Common Shares on the TSX Venture Exchange (the "Exchange") is at least $0.80 for twenty (20) consecutive trading days and the 20th trading day (the "Final Trading Day") is on or before the first anniversary of closing, the date which is thirty (30) days from the Final Trading Day; and (iii) in the event that the closing price of the Common Shares of the Corporation is at least $1.20 for twenty (20) consecutive trading days, the date which is thirty (30) days from the Final Trading Day. The Corporation also issued to Strand Securities Corporation 120,000 Common Shares priced at $0.30 per share as a finder's fee and warrants to acquire up to 150,000 Common Shares with the same terms as the Warrants. None of the securities issued to Strand Securities Corporation were flow-through shares.

Insiders subscribed for a total of 600,000 FT Units for gross proceeds as of $180,000 as follows: Tom Drivas subscribed for 320,000 FT Units, Tom Skimming subscribed for 170,000 FT Units, Garth Kirkham subscribed for 70,000 FT Units and William R. Johnstone subscribed for 40,000 FT Units. The insider private placements are exempt from the valuation and minority shareholder approval requirements of OSC Rule 61-501 (the "Rule") by virtue of the exemptions contain in section 5.5 2 and 5.7(1)2 of the Rule in that the fair market value of the consideration for the securities of the Corporation to be issued does not exceed 25% of its market capitalization.

The securities issued in respect of the above transaction are legended and restricted from trading until April 29, 2007 except for 300,000 units which are legended and restricted from trading until April 22, 2007.

When combined with the first closing which occurred on November 28, 2006, the Corporation raised a total of $2,839,900 by issuing 9,466,328 FT Units for exploration on the Corporation's properties.

The Corporation also wishes to announce it is offering up to 1,785,714 non-flow through units priced at $0.28 per unit to raise up to $500,000 for working capital purposes. Each unit consists of one common share and one warrant on the same terms as the Warrants.

Cautionary Note Regarding Forward-Looking Statements: This Press Release contains forward-looking statements that involve risks and uncertainties, which may cause actual results to differ materially from the statements made. When used in this document, the words "may", "would", "could", "will", "intend", "plan", "anticipate", "believe", "estimate", "expect" and similar expressions are intended to identify forward-looking statements. Such statements reflect our current views with respect to future events and are subject to such risks and uncertainties. Many factors could cause our actual results to differ materially from the statements made, including those factors discussed in filings made by us with the Canadian securities regulatory authorities. Should one or more of these risks and uncertainties, such actual results of current exploration programs, the general risks associated with the mining industry, the price of gold and other metals, currency and interest rate fluctuations, increased competition and general economic and market factors, occur or should assumptions underlying the forward looking statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, or expected. We do not intend and do not assume any obligation to update these forward-looking statements. Shareholders are cautioned not to put undue reliance on such forward-looking statements.

The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this release.

Contact Information

  • Romios Gold Resources Inc.
    Tom Drivas
    President and a Director
    (416) 221-4124
    (416) 218-9772 (FAX)
    Email: romios@romios.com
    or
    Romios Gold Resources Inc.
    Thomas Skimming
    Vice President Exploration and Director
    (416) 444-0900
    Email: tmsk8ing@hotmail.com
    Website: www.romios.com