Romios Announces Closing of $968,000 Insider Debt Settlement

Romios Gold Resources Inc. (TSXV: RG,OTC:RMIOF) (OTCID: RMIOF) (FSE: D4R) ("Romios Gold" or the "Company")  is pleased to announce that further to its press release of July 16, 2025, it has extinguished $968,386 of debt owed to certain former and current officers and directors in consideration for the issuance of 25,578,450 common shares of the Company at a price of $0.02 per share (the "Debt Settlement").

"The settlement of this debt is a key step forward in the process now well underway, of reinvigorating Romios," said Kevin Keough, CEO. "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 in BC's Golden Triangle."

Anastasios (Tom) Drivas ("Tom Drivas"), a former director of the Company and former President and CEO, was owed $701,817.07 for salary for the period from February 2016 to January 2022. Tom Drivas forgave $201,817.07 of accrued salary owed to him, and settled his outstanding salary of $500,000 (the "Reduced Salary") in consideration for the issuance of $245,000 of common shares at $0.02 per common share for a total of 12,250,000 common shares. The Company is also obligated to pay the remainder of his Reduced Salary, being $255,000, to the Canada Revenue Agency for source deductions by November 15, 2025.

All securities issued pursuant to the closing of the Debt Settlement are subject to a statutory hold period expiring on February 2, 2026.

The insider debt settlements are exempt from the valuation and minority shareholder approval requirements of Multilateral Instrument 61-101 ("MI 61-101") by virtue of the exemptions contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 in that the fair market value of the consideration for the securities of the Company issued to insiders did not exceed 25% of its market capitalization.

Early Warning Disclosure Regarding Tom Drivas

Tom Drivas, a former director of the Company, has acquired 12,250,000 common shares pursuant to the Debt Settlement.

Immediately prior to the completion of the Debt Settlement, Tom Drivas beneficially owned, directly or indirectly, or exercised control or direction over, 21,192,287 common shares, 833,333 common share purchase warrants (the "Warrants") with each warrant exercisable at $0.05 for one (1) common share of the Company, until October 27, 2025, and 800,000 stock options (the "Options") exercisable at between $0.05 and $0.08 until January 14, 2026 representing approximately 7.03% of the issued and outstanding Common Shares on a non-diluted basis and 7.54% on a partially diluted basis.

Immediately following the closing of the Debt Settlement, Tom Drivas now beneficially owns, directly or indirectly, or exercises control or direction over, 33,442,287 Common Shares, and the Warrants and Options, representing approximately 10.23% of the issued and outstanding Common Shares on a non-diluted basis and 10.68% on a partially diluted basis.

Tom Drivas has advised that the common shares were acquired for investment purposes and that he has no present intention to either increase or decrease his holdings in the Company. Notwithstanding the foregoing, he has advised that he may increase or decrease his beneficial ownership, control or direction over common shares of the Company through market transactions, private agreements, exercise of warrants, other treasury issuances or otherwise.

This news release is issued pursuant to National Instrument 62-103 – The Early Warning System and related Take-Over Bid and Insider Reporting Issues of the Canadian Securities Administrators, which also requires an early warning report to be filed with the applicable securities regulators containing additional information with respect to the foregoing matters. A copy of this early warning report in respect of this transaction will be available on the Company's issuer profile on SEDAR+ at www.sedarplus.ca.

The Company also wishes to announce the option agreement dated April 6th, 2022, pursuant to which Copperhead Resources Inc. could have acquired a 75% ownership interest in the Red Line Project from the Company, has been terminated.

About Romios Gold Resources Inc.

Romios Gold Resources Inc. is a TSXV-listed mineral exploration company focused primarily on gold, copper and silver. The Company has crafted an ambitious business plan to advance Romios in the second half of 2025 and into 2026, 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 and is among the best undrilled porphyry prospects in the province. 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 pre-feasibility 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 workings over what is believed to be one or more porphyry centres (source: J.Biczok, P.Geo, June 2025, Kinkaid Gold-Copper-Silver Project, www.romios.com), and the Scossa mine property in the Sleeper trend which is a former high-grade gold producer (source: J.Biczok, P.Geo, July 2025, Scossa Historic Gold Mine Property, www.romios.com). The Company also holds a 100% 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 an ongoing interest in several properties including a 2% NSR on McEwen Mining's Hislop gold property in Ontario and a 2% NSR on Enduro Metals' Newmont Lake Au-Cu-Ag property in BC.

For further information visit www.romios.com or contact:

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Cautionary Statement Regarding Forward-Looking Information

This news release includes certain "forward-looking statements" which are not comprised of historical facts. Forward-looking statements include estimates and statements that describe the Company's future plans, objectives or goals, including words to the effect that the Company or management expects a stated condition or result to occur. Forward-looking statements may be identified by such terms as "believes", "anticipates", "expects", "estimates", "may", "could", "would", "will", or "plan". Since forward-looking statements are based on assumptions and address future events and conditions, by their very nature they involve inherent risks and uncertainties. Although these statements are based on information currently available to the Company, the Company provides no assurance that actual results will meet management's expectations. Risks, uncertainties and other factors involved with forward-looking information could cause actual events, results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking information. Factors that could cause actual results to differ materially from such forward-looking information include, but are not limited to failure to identify mineral resources, delays in obtaining or failures to obtain required governmental, environmental or other project approvals, political risks, inability to fulfill the duty to accommodate First Nations, uncertainties relating to the availability and costs of financing needed in the future, changes in equity markets, inflation, changes in exchange rates, fluctuations in commodity prices, delays in the development of projects, capital and operating costs varying significantly from estimates and the other risks involved in the mineral exploration and development industry, and those risks set out in the Company's public documents filed on SEDAR. Although the Company believes that the assumptions and factors used in preparing the forward-looking information in this news release are reasonable, undue reliance should not be placed on such information, which only applies as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, other than as required by law.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/268768